PDF Download Link (best for mobile devices) - Oceaneering

We also make matching contributions to other foreign employee savings plans similar innature to a 401(k) plan. In 2011, 2010 and 2009, these contributions, principally relatedto plans associated with U.K. and Norwegian subsidiaries, were $9.6 million, $7.1 millionand $6.3 million, respectively.The Oceaneering International, Inc. Supplemental Executive Retirement Plan coversselected key management employees and executives, as approved by the CompensationCommittee of our Board of Directors (the "Compensation Committee"). Under this plan,we accrue an amount determined as a percentage of the participant's gross monthlysalary and the amounts accrued are treated as if they are invested in one or moreinvestment vehicles pursuant to this plan. Expenses related to this plan during 2011,2010 and 2009 were $3.4 million, $3.3 million and $3.5 million, respectively.We have defined benefit plans covering some of our employees in the U.K. and Norway.There are no further benefits accruing under the U.K. plan, and the Norway plan is closedto new participants. The projected benefit obligations for both plans were $25 million and$24 million, at December 31, 2011 and 2010, respectively, and the fair values of the planassets (using Level 2 inputs) for both plans were $19 million and $17 million atDecember 31, 2011 and 2010, respectively.Incentive and Stock Option PlansUnder our 2010 Incentive Plan (the "Incentive Plan"), shares of our common stock aremade available for awards to employees and nonemployee members of our Board ofDirectors.The Incentive Plan is administered by the Compensation Committee; however, the fullBoard of Directors makes determinations regarding awards to nonemployee directorsunder the Incentive Plan. The Compensation Committee or our Board of Directors, asapplicable, determines the type or types of award(s) to be made to each participant andsets forth in the related award agreement the terms, conditions and limitations applicableto each award. Stock options, stock appreciation rights and stock and cash awards maybe made under the Incentive Plan. There are no options outstanding under the IncentivePlan. Under the Incentive Plan, a stock option must have a term not exceeding sevenyears from the date of grant and must have an exercise price of not less than the fairmarket value of a share of our common stock on the date of grant. The CompensationCommittee may not: (1) grant, in exchange for a stock option, a new stock option havinga lower exercise price; or (2) reduce the exercise price of a stock option. We have notgranted any stock options since 2005 and the Compensation Committee has expressedits intention to refrain from using stock options as a component of employeecompensation for our executive officers and other employees for the foreseeable future.Additionally, the Board of Directors has expressed its intention to refrain from using stockoptions as a component of nonemployee director compensation for the foreseeablefuture.In 2011, 2010 and 2009, the Compensation Committee granted awards of performanceunits under the Incentive Plan and a prior plan to certain of our key executives andemployees, and our Board of Directors granted performance units under the IncentivePlan and a prior plan to our Chairman of the Board of Directors. The performance unitsawarded are scheduled to vest in full on the third anniversary of the award date, or prorata over three years if the participant meets certain age and years of service2011 Annual Report 55