Form 8-K OCEANEERING INTERNATIONA For: Aug 20

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August 21, 2015 5:02 PM EDT

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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): August 20, 2015

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation)	1-10945 (Commission File Number)	95-2628227 (IRS Employer Identification No.)



11911 FM 529 Houston, TX (Address of principal executive offices)	77041 (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:


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


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


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


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


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

Appointment of Certain Officers

On August 20, 2015, Oceaneering International, Inc. (“Oceaneering”) announced that Clyde W. Hewlett was appointed by the Board of Directors (the “Board”) as Oceaneering’s Chief Operating Officer. Roderick A. Larson, who previously held the position of Chief Operating Officer, will continue as Oceaneering’s President. Mr. Hewlett, age 60, joined Oceaneering in 1988 and most recently served as Oceaneering’s Senior Vice President, Subsea Services from May 2013, and, prior thereto, as Senior Vice President, Subsea Projects, from May 2008. Oceaneering also announced the appointment by the Board of Alan R. Curtis as Oceaneering’s Senior Vice President and Chief Financial Officer, replacing in that position W. Cardon Gerner, who was appointed by the Board to the position of Senior Vice President and Chief Accounting Officer. Mr. Curtis joined Oceaneering in 1995 and most recently served as Oceaneering’s Senior Vice President, Operations Support, from December 2014 and, prior thereto, as Vice President and Controller, Subsea Products from December 2011. Prior to December 2011, he served as Controller, Subsea Products from 2007. Copies of the Press Releases announcing these appointments are furnished as Exhibits 99.1 and 99.2.

Compensatory Arrangements of Certain Officers

On August 20, 2015, the Compensation Committee of the Board (the “Committee”) approved, effective as of September 1, 2015, changes in the compensation arrangements for Messrs. Hewlett, Curtis and Gerner as a result of the changes in their responsibilities, as follows: (i) an increase in Mr. Hewlett’s annual base salary to $432,000 and an increase in Mr. Hewlett’s maximum payment under Oceaneering’s cash bonus award plan for 2015 to 100% of base salary; (ii) an increase in Mr. Curtis’ annual base salary to $300,000, an increase in Mr. Curtis’ maximum payment under Oceaneering’s cash bonus award plan for 2015 to 70% of base salary and an increase in the amount credited to Mr. Curtis’ notional account in Oceaneering’s Supplemental Executive Retirement Plan to 25% of base salary; and (iii) an annual base salary of $325,000 for Mr. Gerner.

On August 20, 2015, the Committee also approved a supplemental award to Mr. Curtis of 5,100 restricted stock units, under Oceaneering’s Amended and Restated 2010 Incentive Plan, on substantially the same terms and conditions as the awards of restricted stock units approved by the Committee on February 20, 2015, as previously reported.

The foregoing descriptions of the awards to Messrs. Hewlett and Curtis are intended to be summaries and are qualified by reference to the complete agreements. As indicated in Item 9.01 of this current report on Form 8-K, Oceaneering previously filed the 2015 annual cash bonus award program summary and form of the restricted stock unit agreement referred to above with the Securities and Exchange Commission, and those documents are hereby incorporated by reference.

Change of Control Agreement

On August 20, 2015, the Committee approved Oceaneering’s entering into a change-of-control agreement with Mr. Larson in the form attached as Exhibit 10.2, superseding the prior change-of-control agreement entered into with Mr. Larson on May 29, 2012.


Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendments to Articles of Incorporation or Bylaws

On August 20, 2015, Oceaneering's Board of Directors, acting upon the recommendation of its Nominating and Corporate Governance Committee, adopted and approved amendments to its amended and restated bylaws, which provide for additional requirements for stockholders nominating directors or submitting proposals to disclose: (1) other stockholder(s) with whom they are acting in concert with a nomination or proposal; (2) any hedging or other transaction or series of transactions they may have in place to mitigate potential stock losses; and (3) a description of any agreement, arrangement or understanding with respect to any such nomination. The foregoing is merely a summary of the amendments to Oceaneering's amended and restated bylaws and is qualified in its entirety by reference to Oceaneering's amended and restated bylaws, a copy of which is included as Exhibit 3.1 to this Form 8-K and is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following are being furnished as exhibits to this report.



			Registration or File Number	Form of Report	Report Date	Exhibit Number
	3.1	Amended and Restated Bylaws
*	10.1+	Form of 2015 Restricted Stock Unit Agreement	1-10945	8-K	Feb. 2015	10.1
*	10.2+	Oceaneering International, Inc. 2015 Annual Cash Bonus Award Program Summary	1-10945	8-K	Feb. 2015	10.7
	10.3+	Form of Change of Control Agreement and Annex for Roderick A Larson
	99.1	Press Release of Oceaneering International, Inc. dated August 20, 2015 regarding Item 5.02 and the promotion of Clyde Hewlett to Chief Operating Officer
	99.2	Press Release of Oceaneering International, Inc. dated August 20, 2015 regarding Item 5.02 and the appointment of Alan R. Curtis as Senior Vice President and Chief Financial Officer


	*	Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.
	+	Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



OCEANEERING INTERNATIONAL, INC.

By:	/s/ David K. Lawrence
	David K. Lawrence
	Senior Vice President, General Counsel and Secretary

Date: August 21, 2015

Exhibit Index



			Registration or File Number	Form of Report	Report Date	Exhibit Number
	3.1	Amended and Restated Bylaws
*	10.1+	Form of 2015 Restricted Stock Unit Agreement	1-10945	8-K	Feb. 2015	10.1
*	10.2+	Oceaneering International, Inc. 2015 Annual Cash Bonus Award Program Summary	1-10945	8-K	Feb. 2015	10.7
	10.3+	Form of Change of Control Agreement and Annex for Roderick A Larson
	99.1	Press Release of Oceaneering International, Inc. dated August 20, 2015 regarding Item 5.02 and the promotion of Clyde Hewlett to Chief Operating Officer
	99.2	Press Release of Oceaneering International, Inc. dated August 20, 2015 regarding Item 5.02 and the appointment of Alan R. Curtis as Senior Vice President and Chief Financial Officer


	*	Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.
	+	Management contract or compensatory plan or arrangement.

Exhibit 3.1

AMENDED AND RESTATED

BYLAWS

OCEANEERING INTERNATIONAL, INC.

Amended Through August 20, 2015

TABLE OF CONTENTS



	Page No.

ARTICLE I STOCKHOLDERS	1
Section 1.1 Annual Meetings	1
Section 1.2 Special Meetings	1
Section 1.3 Notice of Meetings	1
Section 1.4 Adjournments	2
Section 1.5 Quorum	2
Section 1.6 Organization	2
Section 1.7 Voting; Proxies	2
Section 1.8 Fixing Date for Determination of Stockholders of Record	3
Section 1.9 List of Stockholders Entitled To Vote	4
Section 1.10 Election of Directors	4
Section 1.11 Other Stockholder Business	7
Section 1.12 Approval or Ratification of Acts or Contracts by Stockholders	8
Section 1.13 Action By Consent of Stockholders	9
Section 1.14 Conduct of Meetings	9

ARTICLE II BOARD OF DIRECTORS	10
Section 2.1 Number; Board Classification; Term; Eligibility for Election; Vacancies	10
Section 2.2 Regular Meetings	10
Section 2.3 Special Meetings	10
Section 2.4 Telephonic Meetings	10
Section 2.5 Organization	10
Section 2.6 Order of Business	11
Section 2.7 Notice of Meetings	11
Section 2.8 Quorum; Vote Required for Action	11
Section 2.9 Informal Action by Directors	11
Section 2.10 Director Compensation	11

ARTICLE III BOARD COMMITTEES	11
Section 3.1 Board Committees	11
Section 3.2 Board Committee Rules; Minutes	12

ARTICLE IV OFFICERS	12
Section 4.1 Designation	12
Section 4.2 CEO	12
Section 4.3 Powers and Duties of Other Officers	13
Section 4.4 Term of Office, etc.	13



	Page No.

ARTICLE V CAPITAL STOCK	13
Section 5.1 Certificates	13
Section 5.2 Transfer of Shares	13
Section 5.3 Ownership of Shares	14
Section 5.4 Regulations Regarding Shares	14
Section 5.5 Lost or Destroyed Certificates	14

ARTICLE VI INDEMNIFICATION	14
Section 6.1 Indemnification	14
Section 6.2 Advancement of Expenses	15
Section 6.3 Notification and Defense of Claims	16
Section 6.4 Procedure for Determination of Entitlement to Indemnification	17
Section 6.5 Presumptions and Effect of Certain Proceedings	19
Section 6.6 Remedies of Indemnitee in Certain Cases	21
Section 6.7 Non-exclusivity; Survival of Rights; Insurance; Subrogation	22
Section 6.8 Benefit of this Article VI	23
Section 6.9 Severability	23
Section 6.10 Exceptions to Right of Indemnification or Advancement of Expenses	24
Section 6.11 Definitions	24
Section 6.12 Contribution	26
Section 6.13 Submission to Jurisdiction	27

ARTICLE VII MISCELLANEOUS	27
Section 7.1 Offices	27
Section 7.2 Fiscal Year	27
Section 7.3 Seal	27
Section 7.4 Interested Directors; Quorum	27
Section 7.5 Form of Records	28
Section 7.6 Bylaw Amendments	28
Section 7.7 Notices; Waiver of Notice	28
Section 7.8 Resignations	29
Section 7.9 Facsimile Signatures	29
Section 7.10 Reliance on Books, Reports and Records	29
Section 7.11 Certain Definitional Provisions	29
Section 7.12 Captions	29

AMENDED AND RESTATED

BYLAWS

OCEANEERING INTERNATIONAL, INC.

The Board of Directors of Oceaneering International, Inc. (the “Corporation”) by resolution has duly adopted these Amended and Restated Bylaws (these “Bylaws”) to govern the Corporation’s internal affairs.

ARTICLE I

STOCKHOLDERS

Section 1.1 Annual Meetings. The Corporation will, if applicable law so requires, hold an annual meeting of the holders of its capital stock (each, a “Stockholder”) for the election of directors of the Corporation (each, a “Director”) at such date, hour and place, if any, as the Board of Directors of the Corporation (the “Board”) by resolution may designate from time to time. The Corporation may transact any other business at an annual meeting which has properly come before that meeting in accordance with Section 1.11.

Section 1.2 Special Meetings. Any of the following may call special meetings of Stockholders for any purpose or purposes at any time and designate the date, hour and place, if any, of any such meeting: (i) the Board pursuant to a resolution that a majority of the total number of Directors the Corporation would have if there were no vacancies (the “Whole Board”) has duly adopted; (ii) any committee of the Board (each, a “Board Committee”) the Board has duly designated and empowered to call special meetings; (iii) the chairman of the Board (the “Chairman”); and (iv) the CEO (as hereinafter defined). Except as the certificate of incorporation of the Corporation (as amended from time to time and including each certificate of designation, if any, respecting any class or series of preferred stock of the Corporation which has been executed, acknowledged and filed in accordance with applicable law, the “Certificate of Incorporation”) or applicable law otherwise provides, no other Person or Persons may call a special meeting of Stockholders.

Section 1.3 Notice of Meetings. By or at the direction of the Chairman or the secretary of the Corporation (the “Secretary”) whenever Stockholders are to take any action at a meeting, the Corporation will give a written notice of that meeting to the Stockholders entitled to vote at that meeting which states the date, hour and place, if any, of that meeting, the means of remote communications, if any, by which Stockholders and holders of proxies for Stockholders may participate in that meeting and be deemed present in person and vote at that meeting and, in the case of a special meeting, the purpose or purposes for which that meeting is called. Unless the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, the Corporation will give the written notice of any meeting of Stockholders not less than 10 nor more than 60 days before the date of that meeting. If mailed to any Stockholder, any such notice will be deemed given (whether or not delivered) when deposited in the United States mail,

postage prepaid, directed to that Stockholder at his address as it appears in the stock records of the Corporation.

Section 1.4 Adjournments. Any meeting of Stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the hour, place, if any, thereof and the means of remote communications, if any, by which Stockholders and holders of proxies for Stockholders may be deemed present in person and vote at that adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business it might have transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment the Board fixes a new record date for the adjourned meeting, the Corporation will give, in accordance with Section 1.3, notice of the adjourned meeting to each Stockholder of record and entitled to vote at the adjourned meeting.

Section 1.5 Quorum. Except as the Certificate of Incorporation, these Bylaws or applicable law otherwise provides: (i) at each meeting of Stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes the holders of all outstanding shares of stock entitled to vote at the meeting could cast will be necessary and sufficient to constitute a quorum; and (ii) the holders of stock so present and entitled to vote at any duly convened meeting at which the necessary quorum has been ascertained may continue to transact business until that meeting adjourns notwithstanding any withdrawal from that meeting of shares of stock counted in determining the existence of that quorum. In the absence of a quorum, the chairman of the meeting or the Stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner Section 1.4 provides until a quorum attends. Shares of its own stock belonging to the Corporation or to another corporation, limited liability company, partnership or other entity (each, an “Entity”), if the Corporation, directly or indirectly, holds a majority of the shares entitled to vote in the election of directors (or the equivalent) of that other Entity, will be neither entitled to vote nor counted for quorum purposes; provided, however, that the foregoing will not limit the right of the Corporation to vote stock, including but not limited to its own stock, it holds in a fiduciary capacity.

Section 1.6 Organization. The Chairman will chair and preside over any meeting of Stockholders at which the Chairman is present. The Board will designate the chairman and presiding officer over any meeting of Stockholders from which the Chairman is absent. The Secretary will act as secretary of meetings of Stockholders, but in his absence from any such meeting the chairman of that meeting may appoint any person to act as secretary of that meeting. The chairman of any meeting of Stockholders will announce at that meeting the date and time of the opening and the closing of the polls for each matter on which the Stockholders will vote at that meeting.

Section 1.7 Voting; Proxies. (a) Except as the Certificate of Incorporation otherwise provides, each Stockholder entitled to vote at any meeting of Stockholders will be entitled to one vote for each share of capital stock of the Corporation that such Stockholder holds which has voting power on the matter in question. Each Stockholder entitled to vote at a meeting of Stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for that Stockholder by proxy, but no proxy will be voted or acted on after three years from its date, unless that proxy provides for a longer

period. A proxy will be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Stockholder may revoke any proxy that Stockholder has given by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law which bears a later date to the Secretary or, if that proxy is for a meeting, by attending that meeting and voting in person. Proxies for use at any meeting of Stockholders must be filed, before or at the time of that meeting, with the Secretary or such other person as the Board by resolution may designate from time to time.

(b) The secretary of any meeting of Stockholders will take charge of and canvass all ballots delivered at that meeting and will decide all questions relating to the qualification of voters, the validity of proxies and the acceptance or rejection of votes at that meeting, unless the chairman has appointed an inspector or inspectors to decide those questions. Voting at meetings of Stockholders: (i) need not be by written ballot unless the Board, in its discretion, by resolution so requires or, in the case of any such meeting, the chairman of that meeting, in his discretion, so requires; and (ii) unless applicable law otherwise requires, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at that meeting could cast.

(c) At all meetings of Stockholders at which a quorum is present for the election of Directors, a plurality of the votes cast by the holders of outstanding shares of stock of the Corporation entitled to vote in the election of Directors will be sufficient to elect, except as the Certificate of Incorporation may otherwise provide. In the case of any question to which the stockholder approval policy of any national securities exchange or quotation system on which capital stock of the Corporation is traded or quoted on the Corporation’s application, the requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any provision of the Internal Revenue Code of 1986, as amended, or the rules and regulations thereunder (the “Code”) applies, in each case for which question the Certificate of Incorporation, these Bylaws or the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does not specify a higher voting requirement, that question will be decided by the requisite vote that stockholder approval policy, Exchange Act requirement or Code provision, as the case may be, specifies (or the highest requisite vote if more than one applies). A majority of the votes cast on the question whether to approve the appointment of independent public accountants (if that question is submitted for a vote of Stockholders) will be sufficient to approve. All other elections and questions which have properly come before any meeting will, unless the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, be decided by the vote of the holders of shares of stock of the Corporation present in person or by proxy at that meeting and having a majority of the votes entitled to vote thereon.

Section 1.8 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board by resolution may fix a record date, which record date: (i) must not precede the date on which the Board adopts that

resolution; (ii) in the case of a determination of Stockholders entitled to vote at any meeting of Stockholders or adjournment thereof, will, unless applicable law otherwise requires, not be more than 60 nor less than 10 days before the date of that meeting; (iii) in the case of a determination of Stockholders entitled to express consent to corporate action in writing without a meeting, will not be more than 10 days from the date on which the Board adopts the resolution fixing the record date; and (iv) in the case of any other action, will not be more than 60 days prior to that other action. If the Board does not fix a record date: (i) the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders will be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining Stockholders entitled to express consent to corporate action in writing without a meeting will be (A) if applicable law does not require a prior action by the Board, the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law; and (B) if applicable law requires prior action by the Board, at the close of business on the day on which the Board adopts the resolution taking that prior action; and (iii) the record date for determining Stockholders for any other purpose will be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders will apply to any adjournment of that meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 1.9 List of Stockholders Entitled To Vote. The Secretary will prepare and make, at least 10 days before each meeting of Stockholders, a list of the Stockholders entitled to vote at that meeting which complies with the requirements of Section 219 of the DGCL as in effect at that time.

Section 1.10 Election of Directors. (a) Subject to such rights of the holders of any class or series of the Corporation’s capital stock as the Certificate of Incorporation may prescribe, only persons who are nominated in accordance with the procedures this Section 1.10 sets forth will be eligible for election by Stockholders as Directors. Nominations of persons for election to the Board may be made at any meeting of Stockholders at which Directors are to be elected: (i) by or at the direction of the Board or any Board Committee the Board has duly designated and empowered to nominate persons for election as Directors; or (ii) by any Stockholder who (A) is a Stockholder of record at the time that Stockholder gives the notice this Section 1.10 specifies below, (B) will be entitled to vote at that meeting in the election of the Director for which that Stockholder is making the nomination and (C) complies with this Section 1.10.

(b) For a Stockholder to bring any nomination of a person for election as a Director properly before any meeting of Stockholders, that Stockholder must have given timely notice of that nomination (a “Nomination Notice”) in proper written form to the Secretary. To be timely, a Stockholder’s Nomination Notice must be delivered to the Secretary, or mailed and received by the Secretary, at the principal executive offices of the Corporation: (i) if it relates to an election at any annual meeting of Stockholders, not later than the close of business on the 120th day and not earlier than the 180th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, if the date of the pending annual meeting is more than 30 days before or more than 60 days after that anniversary date, that Nomination Notice will be

timely if it is so delivered, or so mailed and received, not later than the last to occur of the close of business on (A) the 120th day prior to the pending annual meeting or (B) the 10th day following the day on which the Corporation first makes a public announcement of the date of the pending annual meeting; and (ii) if it relates to any special meeting of Stockholders at which the Board has determined that one or more Directors is or are to be elected, not earlier than 180 days prior to that special meeting and not later than the last to occur of the close of business on (A) the 120th day prior to that special meeting or (B) the 10th day following the day on which the Corporation first makes a public announcement of the date of that special meeting. The public disclosure of an adjournment of any annual or special meeting will not in any event commence a new time period for the giving of any Nomination Notice.

(c) To be in proper written form, any Nomination Notice of a Stockholder must: (i) accurately set forth: (A) as to each person whom that Stockholder proposes to nominate for election as a Director, (1) the name, age, business address and, if known, the residence address of that person, (2) the principal occupation or employment of that person, (3) the class or series and number of shares of capital stock of the Corporation which that person owns beneficially or of record and (4) all other information, if any, relating to that person which Section 14 of the Exchange Act and the rules and regulations thereunder would require the Corporation or that Stockholder to disclose in a proxy statement or any other filing in connection with solicitations of proxies for an election of directors; and (B) as to that Stockholder and any Associate (as defined below) of that Stockholder, on whose behalf the nomination is being made, (1) the name and address of that Stockholder as they appear in the stock records of the Corporation and the name and address of that Associate, (2) the class or series and the number of shares of capital stock of the Corporation which that Stockholder and that Associate each owns beneficially or of record, (3) a description of any agreement, arrangement or understanding relating to any hedging or other transaction or series of transactions (including any derivative or short position, profit interest, option, hedging transaction or borrowing or lending of shares) that has been entered into or made by that Stockholder or that Associate, the effect or intent of which is to mitigate loss, manage risk or benefit from share price changes or to increase or decrease the voting power of that Stockholder or that Associate, in any case with respect to any share of capital stock of the Corporation, and (4) a description of all arrangements and understandings between that Stockholder or that Associate and each proposed nominee of that Stockholder and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by that Stockholder, (5) a representation by that Stockholder that such Stockholder intends to appear in person or by proxy at that meeting to nominate the person(s) named in that Nomination Notice, (6) a representation as to whether that Stockholder or that Associate intends, or is a part of a group, as Exchange Act Rule 13d-5(b) uses that term, which intends, (a) to deliver a proxy statement and/or form of proxy to the holders of shares of stock of the Corporation having at least the percentage of the total votes the holders of all outstanding shares of stock of the Corporation entitled to vote in the election of each proposed nominee of that Stockholder which is required to elect that proposed nominee and/or (b) otherwise to solicit proxies in support of the nomination and (6) all other information, if any, relating to that Stockholder and that beneficial owner which Section 14 of the Exchange Act and the rules and regulations thereunder would require the Corporation or that Stockholder to disclose in a proxy statement or any other filing in connection with solicitations of proxies for an election of directors; and (ii) be accompanied by a written consent of each person that Stockholder proposes to nominate for election as a Director to be named as such a nominee and to serve as a Director if

elected. In addition, the notice shall include a representation that the Stockholder will notify the Corporation in writing of any change in any of the information referenced above in this Section 1.10 as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed. The Corporation may require any person a Stockholder proposes to nominate for election as a Director under this Section 1.10 to furnish such additional written information as it reasonably may require to determine the eligibility of that Person to serve as a Director. The provisions of this Section 1.10 regarding the timeliness of nominations by a Stockholder shall apply to each such nomination, regardless of whether a Stockholder making such nomination (i) desires to have such nomination reflected in the Corporation’s proxy statement for the meeting at which such nomination is to be made or (ii) intends to prepare separate proxy materials. For purposes of this Section 1.10 and Section 1.11, an “Associate” of any Stockholder shall mean (x) any person acting in concert with such Stockholder, (y) any person who beneficially owns shares of stock of the Corporation owned of record or beneficially by such Stockholder and (z) any person controlling, controlled by or under common control, directly or indirectly, such Stockholder or any person described in clause (x) or (y) of this definition.

(d) Except as the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, the chairman of any meeting of Stockholders at which Directors are to be elected will have the power and duty (i) to determine whether nominations of persons for election as Directors have been made in accordance with the procedures this Section 1.10 sets forth (including whether the applicable Nomination Notice was accurate in all material respects) and, if that chairman determines that any such nomination has not been made in compliance with these procedures, or if the Stockholder proposing any such nomination has not appeared in person or by proxy at that meeting to make any such nomination, (ii) to declare to that meeting that such nomination is defective and will be disregarded, even if the Corporation shall have received proxies voting in favor of such nomination.

(e) Notwithstanding anything in Section 1.10(b) to the contrary, if the number of Directors to be elected at an annual meeting of Stockholders is increased and the Corporation has not made a public announcement at least 100 days prior to the first anniversary of the preceding year’s annual meeting, which announcement (i) names all the nominees for Director of the Board who have been nominated by the Board or any duly designated and empowered Board Committee or (ii) specifies the size of the increased Board, a Stockholder’s Nomination Notice will be timely, but only with respect to nominees for any new positions that increase creates, if that Nomination Notice is delivered to the Secretary, or mailed and received by the Secretary at, the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which the Corporation first makes that public announcement.

(f) For purposes of this Section 1.10 and Section 1.11, “public announcement” means disclosure in a press release the Dow Jones News Service, Associated Press or any comparable national news service in the United States reports or in a document the Corporation publicly files with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act.

(g) Notwithstanding the foregoing provisions of this Section 1.10, a Stockholder also must comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters this Section 1.10 sets forth.

Section 1.11 Other Stockholder Business. (a) At any annual meeting the Corporation holds pursuant to Section 1.1, the Stockholders will transact only such business, in addition to the election of Directors, as has been properly brought before that meeting. Except as the Certificate of Incorporation otherwise provides, to be brought properly before any annual meeting, business other than the election of Directors (“Other Business”) must be (i) business the notice of that meeting (or any supplement thereto) given by or at the direction of the Board specifies, (ii) business otherwise properly brought before that meeting by or at the direction of the Board and (iii) business (A) properly brought before that meeting by a Stockholder who (1) is a Stockholder of record at the time that Stockholder gives the notice this Section 1.11 specifies below, (2) will be entitled to vote on that business at that meeting and (3) complies with this Section 1.11, (B) that is a proper subject for Stockholder action and (C) is properly introduced at that meeting.

(b) For a Stockholder to bring any Other Business properly before any annual meeting of Stockholders, that Stockholder must have given timely notice thereof (a “Business Notice”) in proper written form to the Secretary. To be timely, a Stockholder’s Business Notice must be delivered to the Secretary, or mailed and received by the Secretary, at the principal executive offices of the Corporation not later than the close of business on the 120th day and not earlier than the 180th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that if the date of the pending annual meeting is more than 30 days before or more than 60 days after that anniversary date, that Business Notice will be timely if it is so delivered, or so mailed and received, not later than the last to occur of the close of business on (A) the 120th day prior to that pending annual meeting or (B) the 10th day following the day on which the Corporation first makes a public announcement of the date of the pending meeting. The public disclosure of an adjournment of any annual meeting will not in any event commence a new time period for the giving of any Business Notice.

(c) To be in proper written form, any Business Notice of a Stockholder must accurately set forth: (i) as to each matter of Other Business that Stockholder proposes to bring before an annual meeting, (A) a brief description of that Other Business and the text of the proposal for action on that Other Business (including the text of any resolutions proposed for consideration and, if that Other Business is an amendment of these Bylaws, the language of the proposed amendment), (B) the reasons for conducting that Other Business at an annual meeting and (C) each material interest in that Other Business of that Stockholder or any Associate of that Stockholder; and (ii) as to that Stockholder and each such Associate, (A) the name and address of that Stockholder as they appear on the Corporation’s books and the name and address of that Associate, (B) the class or series and the number of shares of capital stock of the Corporation which that Stockholder and that Associate each owns beneficially or of record, (C) a description of any agreement, arrangement or understanding relating to any hedging or other transaction or series of transactions (including any derivative or short position, profit interest, option, hedging transaction or borrowing or lending of shares) that has been entered into or made by that Stockholder or that Associate, the effect or intent of which is to mitigate loss, manage risk or benefit from share price changes or to increase or decrease the voting power of that Stockholder

or that Associate, in any case with respect to any share of capital stock of the Corporation, (D) a description of all arrangements and understandings between that Stockholder or that Associate and any other person or persons (including their names) in connection with that Other Business, (E) a representation by that Stockholder that such Stockholder intends to appear in person or by proxy at that meeting to bring that Other Business before that meeting and (F) a representation as to whether that Stockholder or that Associate intends, or is a part of a group, as Exchange Act Rule 13d-5(b) uses that term, which intends, (1) to deliver a proxy statement and/or form of proxy to the holders of shares of stock of the Corporation having at least the percentage of the total votes the holders of all outstanding shares of stock of the Corporation entitled to vote on such proposal which is required for the adoption of such proposal and/or (2) otherwise to solicit proxies in support of such proposal. In addition, the notice shall include a representation that the Stockholder will notify the Corporation in writing of any change in any of the information referenced above in this Section 1.11(b) as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed. The notice requirements of this Section 1.11 will be deemed satisfied by a Stockholder if (i) that Stockholder has notified the Corporation in compliance with Exchange Act Rule 14a-8, or any rule successor thereto, of that Stockholder’s intention to present a proposal relating to Other Business at an annual meeting and (ii) the proxy statement the Corporation has prepared to solicit proxies for that annual meeting includes that proposal.

(d) Except as applicable law or the last sentence of Section 1.11(c) otherwise provides, the chairman of any annual meeting of Stockholders will have the power and duty (i) to determine whether proposals by Stockholders of any Other Business to be brought before that meeting have been made in accordance with the procedures this Section 1.11 sets forth (including whether any such proposal was accurate in all material respects) and, if that chairman determines that any such proposal has not been made in compliance with these procedures, or if the Stockholder offering any such proposal has not appeared in person or by proxy at that meeting to make that proposal, (ii) to declare to that meeting that such proposal is defective and will be disregarded, even if the Corporation has received proxies voting in favor of that proposal.

(e) At any special meeting the Corporation holds pursuant to Section 1.2, the Stockholders will transact only such business as (i) the notice given of that meeting pursuant to Section 1.3 sets forth and (ii) constitutes matters incident to the conduct of that meeting as the chairman of that meeting determines to be appropriate.

(f) Notwithstanding the foregoing provisions of this Section 1.11, a Stockholder also must comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters this Section 1.11 sets forth.

Section 1.12 Approval or Ratification of Acts or Contracts by Stockholders. The Board in its discretion may submit any act or contract for approval or ratification at any annual meeting of Stockholders, or at any special meeting of Stockholders called for the purpose of considering any such act or contract, and, except as applicable law or the Certificate of Incorporation otherwise provides, any act or contract that the holders of shares of stock of the Corporation present in person or by proxy at that meeting and having a majority of the votes entitled to vote on that approval or ratification approve or ratify will (provided that a quorum is

present) be as valid and as binding on the Corporation and on all Stockholders as if every Stockholder had approved or ratified it.

Section 1.13 Action By Consent of Stockholders. Unless the Certificate of Incorporation otherwise provides, Stockholders may, without a meeting, prior notice or a vote, take any action they must or may take at any annual or special meeting, if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote thereon were present sign a written consent to that action which sets forth that action and cause the delivery of that consent to the Corporation (i) at its registered office in the State of Delaware or its principal place of business or (ii) to an officer or agent of the Corporation having custody of the books in which the Corporation records minutes of proceedings or other actions of Stockholders. Any such delivery made to the Corporation’s registered office in the State of Delaware must be made by hand or by certified or registered mail, return receipt requested. Stockholders may execute any consent pursuant to this Section 1.13 in counterparts, all of which together will constitute a single consent. Every written consent pursuant to this Section 1.13 shall bear the date of signature of each Stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the Corporation in the manner this Section 1.13 requires, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in accordance with the provisions of this Section 1.13. Any telegram, cablegram or other electronic transmission consenting to an action under this Section 1.13 which is deemed written, signed and dated for purposes of Section 228 of the DGCL will be deemed written, signed and dated for purposes of this Section 1.13. The Corporation will give prompt notice of the taking pursuant to this Section 1.13 of any action without a meeting by less than unanimous written consent to those Stockholders who have not consented to that action in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for that meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as this Section 1.13 provides.

Section 1.14 Conduct of Meetings. The Board may adopt by resolution such rules and regulations for the conduct of meetings of Stockholders as it deems appropriate. Except to the extent inconsistent with those rules and regulations, if any, the chairman of any meeting of Stockholders will have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of that chairman, are appropriate for the proper conduct of that meeting. Those rules, regulations or procedures, by whomever so adopted, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to Stockholders of record, their duly authorized and constituted proxies or such other persons as the chairman of the meeting may determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Except to the extent the Board or the chairman of any meeting otherwise prescribes, no rules or parliamentary procedure will govern any meeting of Stockholders.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Number; Board Classification; Term; Eligibility for Election; Vacancies. The number of Directors of the Corporation (exclusive of any Directors to be elected by the holders of any one or more series of the Corporation’s preferred stock voting separately as a class or classes, as the Certificate of Incorporation may provide for) shall not be less than three nor more than 12, the exact number of Directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the Whole Board. In accordance with the provisions of the Certificate of Incorporation, the Board (exclusive of any Directors to be elected by the holders of any one or more series of the Corporation’s preferred stock voting separately as a class or classes, as the Certificate of Incorporation may provide for) shall be divided into three classes, Class I, Class I and Class III, which shall be as nearly equal in number as possible. Each Director will hold office for a term ending on the date of the third annual meeting following the annual meeting at which that Director was elected and, the foregoing notwithstanding, will serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. Only persons who are nominated in accordance with the procedures Section 1.10 sets forth will be eligible for election as Directors. Any vacancies in the Board may be filled in such manner as the Certificate of Incorporation provides.

Section 2.2 Regular Meetings. The Board will hold its regular meetings at such places, on such dates and at such times as the Board by resolution may determine from time to time, and any such resolution will constitute due notice to all Directors of the regular meeting or meetings to which it relates. By notice pursuant to Section 2.7, the Chairman or a majority of the Board may change the place, date or time of any regular meeting of the Board.

Section 2.3 Special Meetings. The Board will hold a special meeting at any place or time whenever the Chairman or a majority of the Board by resolution calls that meeting by notice pursuant to Section 2.7.

Section 2.4 Telephonic Meetings. Members of the Board may hold and participate in any Board meeting by means of conference telephone or other communications equipment that permits all persons participating in the meeting to hear each other, and participation of any Director in a meeting pursuant to this Section 2.4 will constitute the presence in person of that Director at that meeting for purposes of these Bylaws, except in the case of a Director who so participates only for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been called or convened in accordance with applicable law or these Bylaws.

Section 2.5 Organization. The Chairman will chair and preside over meetings of the Board at which the Chairman is present. A majority of the Directors present at any meeting of the Board from which the Chairman is absent will designate one of their number as chairman and presiding officer over that meeting. The Secretary will act as secretary of meetings of the Board, but in his absence from any such meeting the chairman of that meeting may appoint any person to act as secretary of that meeting.

Section 2.6 Order of Business. The Board will transact business at its meetings in such order as the Chairman or the Board by resolution will determine.

Section 2.7 Notice of Meetings. To call a special meeting of the Board, the Chairman or a majority of the Board must give a timely notice in writing or by electronic transmission to each Director of the time and place of, and the general nature of the business the Board will transact at, all special meetings of the Board. To change the time or place of any regular meeting of the Board, the Chairman or a majority of the Board must give a timely notice in writing or by electronic transmission to each Director of that change. To be timely, any notice this Section 2.7 requires must be delivered to each Director personally or by mail, telegraph, telecopier or other communications equipment at least two days before the meeting to which it relates; provided, however, that notice of any meeting of the Board need not be given to any Director who waives the requirement of that notice in writing or by electronic transmission (whether after that meeting or otherwise) or is present at that meeting.

Section 2.8 Quorum; Vote Required for Action. At all meetings of the Board, the presence in person of a majority of the total number of Directors then in office will constitute a quorum for the transaction of business, and the participation by a Director in any meeting of the Board will constitute that Director’s presence in person at that meeting unless that Director expressly limits that participation to objecting to the transaction of any business at that meeting on the ground that the meeting has not been called or convened in accordance with applicable law or these Bylaws. Except in cases in which the Certificate of Incorporation or these Bylaws otherwise provide, the vote of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board.

Section 2.9 Informal Action by Directors. Unless the Certificate of Incorporation or these Bylaws otherwise provides, the Board may, without a meeting, prior notice or a vote, take any action it must or may take at any meeting, if all members of the Board consent thereto in writing or by electronic transmission, and the written consents or electronic transmissions are filed with the minutes of proceedings of the Board the Secretary maintains.

Section 2.10 Director Compensation. The Directors shall be paid their expenses, if any, of attendance at each meeting of the Board and or any Board Committee, and nonmanagement Directors shall be paid such sums, retainers and fees for attending and performing services in connection with meetings of the Board or any Board Committee as the Board may fix from time to time by resolution. No such payment will preclude any Director from serving the Corporation in any other capacity or from receiving compensation therefor. Nonmanagement Directors who are members of special or standing Board Committees will be allowed compensation for attending meetings of those Board Committees in such amounts as the Board may fix from time to time by resolution.

ARTICLE III

BOARD COMMITTEES

Section 3.1 Board Committees. (a) The Board, by resolution a majority of the Whole Board adopts, may designate one or more Board Committees consisting of one or more of the Directors. The Board may designate one or more Directors as alternate members of any

Board Committee, who may replace any absent or disqualified member at any meeting of that committee. The member or members present at any meeting of any Board Committee and not disqualified from voting at that meeting may, whether or not constituting a quorum, unanimously appoint another Director to act at that meeting in any place of any member of that committee who is absent from or disqualified to vote at that meeting.

(b) The Board by resolution may change the membership of any Board Committee at any time and fill vacancies on any of those committees. A majority of the members of any Board Committee will constitute a quorum for the transaction of business by that committee unless the Board by resolution requires a greater number for that purpose. The Board by resolution may elect a chairman of any Board Committee. The election or appointment of any Director to a Board Committee will not create any contract rights of that Director, and the Board’s removal of any member of any Board Committee will not prejudice any contract rights that member otherwise may have.

(c) Pursuant to Section 3.1(a), the Board may designate an executive committee (the “Executive Committee”) to exercise, subject to applicable provisions of law, all the powers of the Board in the management of the business and affairs of the Corporation when the Board is not in session, including the powers to (i) declare dividends and (ii) authorize the issuance by the Corporation of any class or series of its capital stock. The Executive Committee will include the Chairman among its members.

(d) Each other Board Committee the Board may designate pursuant to Section 3.1(a) will, subject to applicable provisions of law, have and may exercise all the powers and authorities of the Board to the extent the Board resolution designating that committee so provides.

Section 3.2 Board Committee Rules; Minutes. Unless the Board otherwise pro-vides, each Board Committee may make, alter and repeal rules for the conduct of its business. In the absence of those rules, each Board Com-mittee will conduct its business in the same manner as the Board conducts its business pursuant to Article II. Each committee shall keep regular minutes of its meetings and shall report the same to the Board as a whole.

ARTICLE IV

OFFICERS

Section 4.1 Designation. The officers of the Corporation will consist of a chief executive officer (“CEO”), president, chief financial officer, chief operating officer, chief accounting officer, secretary, treasurer and such senior or other vice presidents, assistant secretaries, assistant treasurers and other officers as the Board or the CEO may elect or appoint from time to time. Any person may hold any number of offices of the Corporation.

Section 4.2 CEO. The CEO will, subject to the control of the Board: (i) have general supervision and control of the affairs, business, operations and properties of the Corporation; (ii) see that all orders and resolutions of the Board are carried into effect; (iii) have the power to appoint and remove all subordinate officers, employees and agents of the Corporation, except for those the Board elects or appoints; and (iv) sign and execute, under the

seal of the Corporation, all contracts, instruments, mortgages and other documents (collectively, “documents”) of the Corporation which require that seal, except as applicable law otherwise requires or permits any document to be signed and executed and except as these Bylaws, the Board or the CEO authorize other officers of the Corporation to sign and execute documents. The CEO also will perform such other duties and may exercise such other powers as generally pertain to his office or these Bylaws or the Board by resolution assigns to him from time to time.

Section 4.3 Powers and Duties of Other Officers. The other officers of the Corporation will have such powers and duties in the management of the Corporation as the Board by resolution may prescribe and, except to the extent so prescribed, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

Section 4.4 Term of Office, etc. Each officer will hold office until the first meeting of the Board after the annual meeting of Stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. No officer of the Corporation will have any contractual right against the Corporation for compensation by reason of his election or appointment as an officer of the Corporation beyond the date of his service as such, except as a written employment or other contract otherwise may provide. The Board may remove any officer with or without cause at any time, but any such removal will not prejudice the contractual rights of that officer, if any, against the Corporation. The Board by resolution may fill any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise for the unexpired portion of the term of that office at any time.

ARTICLE V

CAPITAL STOCK

Section 5.1 Certificates. Shares of capital stock of the Corporation will be evidenced by certificates in such form or forms as the Board by resolution may approve from time to time or, if and to the extent the Board so authorizes by resolution, may be uncertificated. The Chairman, the president or any vice president of the Corporation and the Secretary or any assistant secretary of the Corporation may sign certificates evidencing certificated shares. Any of or all the signatures and the Corporation’s seal on each such certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before the Corporation issues that certificate, the Corporation may issue that certificate with the same effect as if such person were such officer, transfer agent or registrar at the date of that issue.

Section 5.2 Transfer of Shares. The Corporation may act as its own transfer agent and registrar for shares of its capital stock or use the services of such one or more transfer agents and registrars as the Board by resolution may appoint from time to time. Shares of the Corporation’s capital stock will be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives on surrender and cancellation of certificates for a like number of shares; provided, however, that uncertificated shares of capital stock of the Corporation shall be transferred on the books of the Corporation only upon instructions properly executed by the holders thereof or by their duly authorized attorneys or legal representatives.

Section 5.3 Ownership of Shares. The Corporation will be entitled to treat the holder of record of any share or shares of its capital stock as the holder in fact thereof and, accordingly, will not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as the applicable laws of the State of Delaware otherwise provide.

Section 5.4 Regulations Regarding Shares. The Board will have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration or the replacement of shares of capital stock of the Corporation.

Section 5.5 Lost or Destroyed Certificates. The Board may determine the conditions on which a new certificate of stock may be issued in place of a certificate alleged to have been lost, stolen or destroyed and may, in its discretion, require the owner of the allegedly lost, stolen or destroyed certificate or his legal representative to give bond, with sufficient surety, to indemnify the Corporation and each transfer agent and registrar against any and all losses or claims that may arise by reason of the issue of a new certificate in the place of the one allegedly so lost, stolen or destroyed.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Indemnification. (a) If and whenever:

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

(A) the fact that that Indemnitee serves or served (1) as a Director or officer of the Corporation or, while serving as a Director or officer of the Corporation, (2) serves or served in another Functionary capacity for the Corporation or, at the request of the Corporation, as a Functionary of a Related Enterprise; or

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

and

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

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

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

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

(b) If and whenever any Indemnitee was or is, or is threatened to be made, a party to any Proceeding of any type to which Section 6.1(a) refers has been successful, on the merits or otherwise, in defense of that Proceeding, or in defense of any Claim therein, the Corporation will, or will cause another Corporation Entity to, indemnify that Indemnitee against, and hold that Indemnitee harmless from and in respect of, all Expenses that Indemnitee reasonably has incurred in connection therewith. For purposes of this Section 6.1(b), the termination of any Claim in any Proceeding by dismissal, with or without prejudice, will be deemed a successful result as to that Claim.

Section 6.2 Advancement of Expenses. (a) If and whenever any Indemnitee is, or is threatened to be made, a party to any Proceeding that may give rise to a right of that Indemnitee to indemnification under Section 6.1(a), the Corporation will advance all Expenses reasonably incurred by or on behalf of that Indemnitee in connection with that Proceeding within 10 days after the Corporation receives a statement or statements from that Indemnitee requesting the advance or advances from time to time, whether prior to or after final disposition of that Proceeding. Each such statement must reasonably evidence the Expenses incurred by or on behalf of that Indemnitee and include or be preceded or accompanied by an undertaking by or on behalf of that Indemnitee to repay any Expenses advanced if it ultimately is determined that the Indemnitee is not entitled to be indemnified by the Corporation under Section 6.1(a) against those Expenses. The Corporation will accept any such undertaking without reference to the financial ability of Indemnitee to make repayment. If the Corporation advances Expenses in connection with any Claim as to which an Indemnitee has requested or may request indemnification under Section 6.1(a) and a determination is made under Section 6.4 that the Indemnitee is not entitled to that indemnification, the Indemnitee will not be required to reimburse the Corporation for those advances until the 180th day following the date of that determination; provided, however, that if the Indemnitee timely commences and thereafter prosecutes in good faith a judicial proceeding or arbitration under Section 6.6 or otherwise to obtain that indemnification, the Indemnitee will not be required to reimburse the Corporation for

those Expenses until a determination in that proceeding or arbitration that the Indemnitee is not entitled to that indemnification has become final and nonappealable.

(b) The Corporation may advance Expenses under Section 6.2(a) to an Indemnitee or, at the Corporation’s option, directly to the Person to which those Expenses are owed, and any Indemnitee’s request for an advance under Section 6.2(a) will constitute that Indemnitee’s consent to any such direct payment, to Indemnitee’s legal counsel or any other Person.

Section 6.3 Notification and Defense of Claims. (a) If any Indemnitee receives notice, otherwise than from the Corporation, that the Indemnitee is or will be made, or is threatened to be made, a party to any Proceeding in respect of which the Indemnitee intends to seek indemnification under this Article VI, the Indemnitee must promptly notify the Corporation in writing of the nature and, to the Indemnitee’s knowledge, status of that Proceeding. If this Section 6.3(a) requires any Indemnitee to give such a notice, but that Indemnitee fails to do so, that failure will not relieve the Corporation from, or otherwise affect the obligations the Corporation may have to indemnify that Indemnitee under this Article VI, unless the Corporation can establish that the failure has resulted in actual prejudice to the Corporation.

(b) Except as this Section 6.3(b) otherwise provides below, in the case of any Proceeding in respect of which any Indemnitee seeks indemnification under this Article VI:

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

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

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

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

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

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

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

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

Section 6.4 Procedure for Determination of Entitlement to Indemnification. (a) To obtain indemnification under this Article VI, any Indemnitee must submit to the Corporation a written request therefor which specifies the Section or Sections under which that Indemnitee is seeking indemnification and which includes, or is accompanied by, such documentation and information as is reasonably available to that Indemnitee and is reasonably necessary to determine whether and to what extent that Indemnitee is entitled to that indemnification. Any Indemnitee may request indemnification under this Article VI at any time and from time to time as that Indemnitee deems appropriate in that Indemnitee’s sole discretion. In the case of any request by any Indemnitee for indemnification under Section 6.1(a) as to any Claim which is pending or threatened at the time that Indemnitee delivers that request to the Corporation and would not be resolved with finality, whether by judgment, order, settlement or otherwise, on payment of the indemnification requested, the Corporation may defer the determination under Section 6.4(c) of that Indemnitee’s entitlement to that indemnification to a date that is no later than 45 days after the effective date of that final resolution if the Board concludes in good faith that an earlier determination would be materially prejudicial to the Corporation or a Related Enterprise.

(b) On written request by any Indemnitee under Section 6.4(a) for indemnification under Section 6.1(a), the determination of that Indemnitee’s entitlement to that indemnification will be made:

(1) if that Indemnitee will be a director or officer of the Corporation at the time that determination is made, under Section 6.4(c) in each case; or

(2) if that Indemnitee will not be a director or officer of the Corporation at the time that determination is made, under Section 6.4(c) in any case, if so requested in writing by that Indemnitee or so directed by the Board, or, in the absence of that request and direction, as the Board shall duly authorize or direct.

(c) Each determination of any Indemnitee’s entitlement to indemnification under Section 6.1(a) to which this Section 6.4(c) applies will be made as follows:

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

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

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

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

(d) If it is determined that any Indemnitee is entitled to indemnification under Section 6.1(a), the Corporation will, or will cause another Corporation Entity to, subject to the provisions of Section 6.4(f):

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

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

Each Indemnitee must cooperate with the person, persons or entity making the determination under Section 6.4(c) with respect to that Indemnitee’s entitlement to indemnification under Section 6.1(a), including providing to such person, persons or entity, on reasonable advance request, any documentation or information that is:

(1) not privileged or otherwise protected from disclosure;

(2) reasonably available to that Indemnitee; and

(3) reasonably necessary to that determination.

(e) If an Independent Counsel is to make a determination under Section 6.4(c) of entitlement of any Indemnitee to indemnification under Section 6.1(a), the Board will select the Independent Counsel and give written notice to that Indemnitee which names the person or firm it has selected, whereupon that Indemnitee may, within 10 days after that Indemnitee’s receipt of that notice, deliver to the Secretary a written objection to the selection; provided, however, that any such objection may be asserted only on the ground that the person or firm selected is not an “Independent Counsel” as Section 6.11 defines that term, and the objection must set forth with particularity the factual basis for that assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel under Section 6.4(c). If

any such written objection is so made and substantiated, the person or firm so selected may not serve as Independent Counsel unless and until the objection is withdrawn or a court of competent jurisdiction has determined that the objection is without merit.

If the person or firm that will act as Independent Counsel has not been determined within 30 days after any Indemnitee’s submission of the related request for indemnification, either the Corporation or that Indemnitee may petition the Court of Chancery for resolution of any objection that has been made by that Indemnitee to the Board’s selection of Independent Counsel or for the appointment as Independent Counsel of a person or firm selected by the Court of Chancery or by such other person or firm as the Court of Chancery designates, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel under Section 6.4(c).

The Corporation will pay any and all reasonable fees and expenses the Independent Counsel incurs in connection with acting under Section 6.4(c), and the Corporation will pay all reasonable fees and expenses incident to the procedures this Section 6.4(e) sets forth, regardless of the manner in which the Independent Counsel is selected or appointed.

If any Indemnitee becomes entitled to, and does, initiate any judicial proceeding or arbitration under Section 6.6, the Corporation will terminate its engagement of the person or firm acting as Independent Counsel, whereupon that person or firm will be, subject to the applicable standards of professional conduct then prevailing, relieved of any further responsibility in the capacity of Independent Counsel.

(f) The amount of any indemnification against Expenses to which any Indemnitee becomes entitled under any provision of this Article VI, including Section 6.1(a), will be determined subject to the provisions of this Section 6.4(f). Each Indemnitee will have the burden of showing that that Indemnitee actually has incurred the Expenses for which that Indemnitee requests indemnification. If the Corporation or a Corporation Entity has made any advance in respect of any Expense incurred by any Indemnitee without objecting in writing to that Indemnitee at the time of the advance to the reasonableness thereof, the incurrence of that Expense by that Indemnitee will be deemed for all purposes hereof to have been reasonable. In the case of any Expense as to which such an objection has been made, or any Expense for which no advance has been made, the incurrence of that Expense will be presumed to have been reasonable, and the Corporation will have the burden of proof to overcome that presumption.

Section 6.5 Presumptions and Effect of Certain Proceedings. (a) In making a determination under Section 6.4(c) with respect to entitlement of any Indemnitee to indemnification under Section 6.1(a), the person, persons or entity making that determination must presume that that Indemnitee is entitled to that indemnification if that Indemnitee has submitted a request for indemnification in accordance with Section 6.4(a), and the Corporation will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(b) The termination of any Proceeding or of any Claim therein, by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, will not, except

as this Article VI otherwise expressly provides, of itself adversely affect the right of any Indemnitee to indemnification under this Article VI or, in the case of any determination under Section 6.4(c) of any Indemnitee’s entitlement to indemnification under Section 6.1(a), create a presumption that that Indemnitee did not act in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that that Indemnitee’s conduct was unlawful.

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

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

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

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

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

provided, however, that if that Indemnitee has actual knowledge as to any matter that makes any such reliance unwarranted as to that matter, this Section 6.5(d) will not entitle that Indemnitee to any presumption that that Indemnitee acted in good faith respecting that matter.

(e) For purposes of any determination under this Article VI as to whether any Indemnitee is entitled to indemnification under Section 6.1(a), neither the knowledge nor the conduct of any other Functionary of the Corporation or any Related Enterprise shall be imputed to that Indemnitee.

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

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

Section 6.6 Remedies of Indemnitee in Certain Cases. (a) If any Indemnitee makes a written request in compliance with Section 6.4(a) for indemnification under Section 6.1(a) and either:

(1) no determination as to the entitlement of that Indemnitee to that indemnification is made before the last to occur of (A) the close of business on the date, if any, the Corporation has specified under Section 6.4(a) as the outside date for that determination or (B) the elapse of the 45-day period beginning the day after the date the Corporation receives that request; or

(2) a determination is made under Section 6.4(c) that that Indemnitee is not entitled to that indemnification in whole or in any part in respect of any Claim to which that request related,

that Indemnitee will be entitled to an adjudication from the Court of Chancery of that Indemnitee’s entitlement to that indemnification. Alternatively, that Indemnitee, at that Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the case of any determination under Section 5(d) that is adverse to an Indemnitee, that Indemnitee must commence any such judicial proceeding or arbitration within 180 days following the date on which that Indemnitee first has the right to commence that proceeding under this Section 6.6(a) or that Indemnitee will be bound by that determination for all purposes of this Article VI.

(b) If a determination has been made under Section 6.4 that an Indemnitee is not entitled to indemnification under Section 6.1(a), any judicial proceeding or arbitration commenced by that Indemnitee under this Section 6.6 will be conducted in all respects as a de novo trial or arbitration on the merits, and that Indemnitee will not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced under this Section 6.6, the Corporation will have the burden of proving that the Indemnitee is not entitled to indemnification hereunder, and the Corporation may not, for any purpose, refer to or introduce into evidence any determination under Section 6.4(c) which is adverse to the Indemnitee.

(c) If a determination has been made under Section 6.4 that any Indemnitee is entitled to indemnification under Section 6.1(a), the Corporation will be bound by that determination in any judicial proceeding or arbitration that Indemnitee thereafter commences under this Section 6.6 or otherwise, absent:

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

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

(d) If any Indemnitee, under this Section 6.6 or otherwise, seeks a judicial adjudication of or an award in arbitration to enforce that Indemnitee’s rights under this Article VI, that Indemnitee will be entitled to recover from the Corporation, and will be indemnified by the Corporation against, any and all expenses, of the types the definition of Expenses in Section 6.11 describes, reasonably incurred by or on behalf of that Indemnitee in that judicial adjudication or arbitration, but only if that Indemnitee prevails therein. If it is determined in that judicial adjudication or arbitration that that Indemnitee is entitled to receive part of, but not all, the indemnification or advancement of expenses sought, the expenses incurred by that Indemnitee in connection with that judicial adjudication or arbitration will be appropriately prorated between those in respect of which this Article VI entitles that Indemnitee to indemnification and those that Indemnitee must bear.

(e) In any judicial proceeding or arbitration under this Section 6.6, the Corporation:

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

(2) will stipulate that it is bound by all the provisions of this Article VI.

Section 6.7 Non-exclusivity; Survival of Rights; Insurance; Subrogation. (a) The rights to indemnification and advancement of Expenses and the remedies this Article VI provides are not and will not be deemed exclusive of any other rights or remedies to which any Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, any agreement, a vote of stockholders or Disinterested Directors, or otherwise, but each such right or remedy under this Article VI will be cumulative with all such other rights and remedies. No amendment, modification or repeal of this Article VI or any provision hereof will limit or restrict any right of any Indemnitee under this Article VI in respect of any action that Indemnitee has taken or omitted in that Indemnitee’s capacity as a Functionary of the Corporation or any Related Enterprise prior to that amendment, modification or repeal. This Article VI will not limit or restrict the power or right of the Corporation, to the extent and in the manner applicable law permits, to indemnify and advance expenses to Persons other than Indemnitees when and as authorized by the Board or by other appropriate corporate action.

(b) If the Corporation maintains an insurance policy or policies providing liability insurance for Directors or officers of the Corporation , each Indemnitee will be covered by the policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director or officer under the policy or policies. If the Corporation receives written notice from any source of a pending Proceeding to which any

Indemnitee is a party and in respect of which that Indemnitee might be entitled to indemnification under Section 6.1(a) and the Corporation then maintains any such policy of which that Indemnitee is a beneficiary, the Corporation will:

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

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

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

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

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

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

Section 6.8 Benefit of this Article VI. The provisions of this Article VI will inure to the benefit of each Indemnitee and that Indemnitee’s spouse, if that Indemnitee resides in Texas or another community property state, heirs, executors and administrators.

Section 6.9 Severability. If any provision or provisions of this Article VI is or are invalid, illegal or unenforceable for any reason whatsoever:

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

(2) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Corporation as expressed in this Article VI; and

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

Section 6.10 Exceptions to Right of Indemnification or Advancement of Expenses. No provision in this Article VI will obligate the Corporation to pay or cause to be paid any indemnity to or for the account of any Indemnitee in connection with or as a result of:

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

(2) except for any Claim initiated by that Indemnitee, whether as a cause of action or as a defense to a cause of action under Section 6.6 or otherwise, to enforce or establish, by declaratory judgment or otherwise, that Indemnitee’s rights or remedies under this Article VI, any Claim initiated by that Indemnitee without the prior authorization of the Board against the Corporation or any Related Enterprise or any of their respective present or former Functionaries.

Section 6.11 Definitions. (a) For purposes of this Article VI:

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

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

“Corporation Claim” means, in the case of any Indemnitee, any Claim brought by or in the right of the Corporation or a Related Enterprise against that Indemnitee.

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

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

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

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

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

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

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

“Indemnitee” means at any time:

(1) any person serving as a Director or as an officer of the Corporation at that time; and

(2) any person who served as a Director or as an officer of the Corporation at any time within 10 years prior to that time.

“Independent Counsel” means, in the case of any determination under Section 6.4(c) of the entitlement of any Indemnitee to indemnification under Section 6.1(a), a law firm, or a member of a law firm, that or who is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent:

(1) the Corporation or any of its Affiliates or that Indemnitee in any matter material to any such Person; or

(2) any other party to the Proceeding giving rise to a claim of that Indemnitee for that indemnification;

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

“Person” means any natural person, sole proprietorship, corporation, partnership, limited liability company, business trust, unincorporated organization or association, mutual company, joint stock company, joint venture or any other entity of any kind

having a separate legal status or any estate, trust, union or employee organization or governmental authority.

“Proceeding” includes:

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

(2) any appeal in any such proceeding.

“Related Enterprise” means at any time any Enterprise:

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

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

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

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

Section 6.12 Contribution. If it is established, under Section 6.4(c) or otherwise, that any Indemnitee has the right to be indemnified under Section 6.1(a) in respect of any Claim, but that right is unenforceable by reason of any applicable law or public policy, then, to the fullest extent applicable law permits, the Corporation, in lieu of indemnifying or causing the indemnification of that Indemnitee under Section 6.1(a), will contribute or cause to be contributed to the amount that Indemnitee has incurred, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement or for Expenses reasonably incurred, in connection with that Claim, in such proportion as is deemed fair and reasonable in light of all the circumstances of that Claim in order to reflect:

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

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

Section 6.13 Submission to Jurisdiction. Each Indemnitee, by seeking any indemnification or advance of Expenses under this Article VI, will be deemed, except with respect to any arbitration that Indemnitee commences under Section 6.6 or as Section 6.1(a) expressly contemplates otherwise:

(1) to have agreed that any action or proceeding arising out of or in connection with this Article VI must be brought only in the Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country;

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

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

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

ARTICLE VII

MISCELLANEOUS

Section 7.1 Offices. The Corporation’s registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may have such other offices within and without the State of Delaware as have heretofore been established or may hereafter be established by or with the authority of the Board. The Corporation’s administrative office shall be located at 11911 FM 529, Houston, Texas.

Section 7.2 Fiscal Year. The fiscal year of the Corporation shall end on December 31.

Section 7.3 Seal. The corporate seal will have the name of the Corporation inscribed thereon and will be in such form as the Board by resolution may approve from time to time. The seal may be used by an officer of the Corporation causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise applied to any acknowledgments, agreements, applications, affidavits, certificates, contracts, instruments, statements or other documents executed for or on behalf of the Corporation.

Section 7.4 Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other Entity in which one or more of its Directors or officers are directors or officers (or hold equivalent offices or positions), or have a financial interest, will be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or Board Committee which authorizes the contract or transaction, or solely because his or their votes are counted for that purpose, if: (i) the material facts as to the relationship or interest of the Director or officer and as to the contract or transaction are disclosed or are known

to the Board or the Board Committee, and the Board or Board Committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (ii) the material facts as to the relationship of the Director or officer or interest and as to the contract or transaction are disclosed or are known to the Stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of those Stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a Board Committee or the Stockholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a Board Committee which authorizes the contract or transaction.

Section 7.5 Form of Records. Any records the Corporation maintains in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

Section 7.6 Bylaw Amendments. The Board has the power to adopt, amend and repeal from time to time the Bylaws of the Corporation, subject to the right of Stockholders entitled to vote with respect thereto to amend or repeal those Bylaws as adopted or amended by the Board. Bylaws of the Corporation may be adopted, amended or repealed by the affirmative vote of the holders of at least 66.7% of the combined voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, at any annual meeting, or at any special meeting if notice of the proposed amendment is contained in the notice of that special meeting, or by the Board as specified in the preceding sentence.

Section 7.7 Notices; Waiver of Notice. Whenever any notice is required to be given to any Stockholder, Director or member of any Board Committee under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, that notice will be deemed to be sufficient if given (i) by telegraphic, facsimile, cable or wireless or electronic transmission or (ii) by deposit of the same in the United States mail, with postage paid thereon, addressed to the person entitled thereto at his address as it appears in the records of the Corporation, and that notice will be deemed to have been given on the day of such transmission or mailing, as the case may be.

Whenever any notice is required to be given to any Stockholder or Director under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by or by electronic transmission from the person or persons entitled to that notice, whether before or after the time stated therein, will be equivalent to the giving of that notice. Attendance of a person at a meeting will constitute a waiver of notice of that meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders, the Board or any Board Committee need be specified in any waiver of notice in writing or by electronic transmission unless the Certificate of Incorporation or these Bylaws so require.

Section 7.8 Resignations. Any Director or officer of the Corporation may resign at any time. Any such resignation must be made in writing or by electronic transmission and will take effect at the time specified in that writing or electronic transmission, or, if that resignation does not specify any time, at the time of its receipt by the Chairman or the Secretary. The acceptance of a resignation will not be necessary to make it effective, unless that resignation expressly so provides.

Section 7.9 Facsimile Signatures. In addition to the provisions for the use of facsimile signatures these Bylaws elsewhere specifically authorize, facsimile signatures of any officer or officers of the Corporation may be used as and whenever the Board by resolution so authorizes.

Section 7.10 Reliance on Books, Reports and Records. Each Director and each member of any Board Committee designated by the Board will, in the performance of his duties, be fully protected in relying in good faith on the books of account or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board or by any such committee, or in relying in good faith upon other records of the Corporation.

Section 7.11 Certain Definitional Provisions. (a) When used in these Bylaws, the words “herein,” “hereof” and “hereunder” and words of similar import refer to these Bylaws as a whole and not to any provision of these Bylaws, and the words “Article” and “Section” refer to Articles and Sections of these Bylaws unless otherwise specified.

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

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

Section 7.12 Captions. Captions to Articles and Sections of these Bylaws are included for convenience of reference only, and these captions do not constitute a part hereof for any other purpose or in any way affect the meaning or construction of any provision hereof.

End of Bylaws

Exhibit 10.3

August 20, 2015

________________________

Oceaneering International, Inc.

11911 FM 529

Houston, Texas 77041

Re: Change of Control Agreement

Dear _________________ :

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 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.

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 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.


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 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 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.


(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.


7.	Notices.

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

If to the Company: Oceaneering International, Inc.

11911 FM 529

Houston, Texas 77041

Attention: Chief Executive Officer

If to you: __________________

______________________

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


8.	Indemnity.

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


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 May 29, 2012 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 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 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.

_____________________________

M. Kevin McEvoy

Chief Executive Officer

Agreed to as of the date first written above,

__________________________________________

Name: _____________________________

ANNEX I

TO CHANGE OF CONTROL AGREEMENT DATED AUGUST 20, 2015

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 August 20, 2015.

“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

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(iv)	the consummation of (a) a tender offer or (b) exchange offer by a Person other than the Company for the ownership of 20% or more of the Voting Securities of the Company then outstanding; or


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

Anything else in this definition to the contrary notwithstanding, no Change of Control shall be deemed to have occurred by virtue of any transaction which results in you, or a group of Persons which includes you, acquiring more than 20% of either the combined voting power of the Company’s outstanding Voting Securities or the Voting Securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise.

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

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

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

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

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

“Effective Period Commencement Date” means the date falling one year prior to the Effective Date.

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

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

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

“Good Reason” means any of the following:

(i)

except as a result of your death or due to Disability, a change in your status, title(s) or position(s) with the Company, including as an officer of the Company, which, in your reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from your status, title(s) and position(s) immediately prior to the Effective Date; or the withdrawal from you of any duties or responsibilities which in your reasonable opinion are consistent with such status, title(s) or position(s); or any removal of you from or any failure to reappoint or reelect you to such position(s); or


(ii)	a reduction by the Company in your annual Base Salary, SERP (or equivalent), annual bonus opportunity or aggregate long-term incentive compensation in effect immediately prior to the Effective Date and as may subsequently be increased thereafter; or

(iii)

the failure by the Company to continue in effect any Plan in which you were participating immediately prior to the Effective Date other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms, or the taking of any action, or the failure to act, by the Company which would adversely affect your continued participation in any such Plan on at least as favorable a basis to you as is the case immediately prior to the Effective Date or which would materially reduce your benefits under any of such Plans or deprive you of any material benefit enjoyed by you immediately prior to the Effective Date, except as proposed by you to the Company; or


(iv)	the relocation of the principal place of your employment to a location 25 miles further from your principal residence without your express written consent; or


(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

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(vi)	any refusal by the Company to continue to allow you to attend to matters or engage in activities not directly related to the business of the Company which you attended to or were engaged in immediately prior to a Change of Control which do not otherwise violate your obligations hereunder; or


(vii)	any default by the Company in the performance of its obligations under this Agreement, whether before or after a Change of Control.

“Indemnity Agreement” means that certain agreement between you and the Company dated as of _________________, and any successor thereto.

“Long-Term Incentive Bonus Plan” means the Company’s long-term incentive plans (including agreements issued thereunder, e.g., Restricted Stock Agreements and Stock Option Agreements) or any other plan or agreement approved by the Board, other than the Fiscal Year Bonus Plan, which provides for the payment of additional 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 Fiscal Year Bonus Plan, 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.

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


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


(i)	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 Fiscal Year Bonus Plan in respect of the then current year, regardless of any limitations otherwise applicable to the then current fiscal year (i.e., the failure to have completed any vesting period or the current measurement period, or the failure to achieve any performance goal applicable to all or any portion of the measurement period); 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 applicable Termination Date (any contrary provision in the Plans or Other Plans notwithstanding). You shall have the right immediately to:


(i)	for one year after the applicable Termination 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 applicable Termination 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 an applicable Termination Date equal to the spread between the exercise price and the higher Market Value of the shares, multiplied by the number of shares of outstanding stock options;


(iii)	performance units, restricted stock units, and any shares of restricted stock issued under the Plans and Other Plans, shall be vested as of the applicable Termination 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

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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; and

(c)

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

“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.

“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 99.1

Oceaneering Announces the Promotion of

Clyde Hewlett to Chief Operating Officer

August 20, 2015 – Houston, Texas – Oceaneering International, Inc. (NYSE: OII) announced the promotion of Clyde Hewlett to Chief Operating Officer. In this capacity he will have expanded responsibility for managing all of Oceaneering’s oilfield business.

Mr. Hewlett’s career spans 37 years in the offshore oil and gas industry. He joined Oceaneering in 1988 as a Project Manager and has held progressively more responsible roles, most recently as Senior Vice President, Subsea Services. He is a graduate of Memorial University of Newfoundland with a bachelor’s degree in Mechanical Engineering.

Rod Larson, President, stated, “Clyde’s promotion to Chief Operating Officer recognizes his proven track record of accomplishment, broad technical knowledge, and superior commercial skills in increasing roles of responsibility. We are looking forward to his stewardship in this expanded role.”

For further information, please contact Jack Jurkoshek, Director Investor Relations, Oceaneering International, Inc., 713-329-4670, E-mail [email protected].

Exhibit 99.2

Oceaneering Appoints Alan R. Curtis

as Senior Vice President and Chief Financial Officer

August 20, 2015 – Houston, Texas – Oceaneering International, Inc. (NYSE: OII) announced the appointment of Alan R. Curtis as Senior Vice President and Chief Financial Officer. In addition to finance, tax, and accounting functions, Mr. Curtis will also be responsible for the oversight of Oceaneering’s investor relations activities, corporate development, risk management policies, and facilities management.

Mr. Curtis joined Oceaneering in 1995 as a Financial Controller and since December 2014 has served as Senior Vice President, Operations Support. He is a graduate of Texas A&I University with a bachelor’s degree in Accounting, a Certified Public Accountant in the State of Texas, and a Chartered Global Management Accountant. Mr. Curtis has over 28 years of oilfield service and products industry experience.

Marvin J. Migura, Executive Vice President, stated, “Since Alan joined Oceaneering he has excelled in all of the positions he has held and progressively assumed more challenging and significantly higher responsibilities. He brings exceptional focus and knowledge of Oceaneering’s operations, financial experience, and leadership to his new role as Chief Financial Officer. These attributes will be beneficial to our daily operations, the market-driven business challenges we currently face, and our long-term growth plans.”

W. Cardon Gerner will continue to serve Oceaneering as Senior Vice President and Chief Accounting Officer.

Oceaneering is a global provider of engineered services and products, primarily to the offshore oil and gas industry, with a focus on deepwater applications. Through the use of its advanced applied technology expertise, Oceaneering also serves the defense, entertainment, and aerospace industries. For further information, please contact Jack Jurkoshek, Director Investor Relations, Oceaneering International, Inc., 713-329-4670, E-mail [email protected].

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