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Chairman, the participant will be issued a share of our common stock <strong>for</strong> the participant'svested restricted stock units at the earlier of three years or, if the participant vestedearlier after meeting the age and service requirements, at termination of employment orservice. The grants to our nonemployee directors vest in full on the first anniversary ofthe award date conditional upon continued service as a director. Pursuant to grants ofrestricted common stock units to our employees made prior to 2005, at the time of eachvesting, a participant received a tax-assistance payment. Our tax assistance paymentswere $1.8 million in 2010 and $3.7 million in 2009. There were no tax assistancepayments in 2011. In April 2009, the Compensation Committee adopted a policy that<strong>Oceaneering</strong> will not provide U.S. federal income tax gross-up payments to any of itsdirectors or executive officers in connection with future awards of restricted stock or stockunits. This policy had no effect on existing change-in-control agreements with several ofour executive officers or the existing service agreement with our Chairman, which provide<strong>for</strong> tax gross-up payments that could become applicable to such future awards in limitedcircumstances, such as following a change in control of our company. Since August2010, there have been no outstanding awards that provide <strong>for</strong> tax gross-up payments.The tax benefit realized from tax deductions in excess of financial statement expensewas $1.3 million, $0.8 million and $1.6 million in 2011, 2010 and 2009, respectively.The following is a summary of our restricted stock and restricted stock unit activity <strong>for</strong>2011, 2010 and 2009:NumberWeightedAverageFair ValueAggregateIntrinsic ValueBalance at December 31, 2008 1,649,500 $ 17.37Granted 411,850 15.53Issued (752,500) 11.97 $ 14,239,000Forfeited (65,800) 20.71Balance at December 31, 2009 1,243,050 19.86Granted 421,850 29.58Issued (595,790) 16.23 $ 16,673,000Forfeited (24,960) 24.73Balance at December 31, 2010 1,044,150 25.74Granted 463,400 41.26Issued (379,952) 30.81 $ 15,563,000Forfeited (36,748 ) 27.77Balance at December 31, 2011 1,090,850 $ 30.49The restricted stock units granted in 2011, 2010 and 2009 carry no voting rights and nodividend rights. Each grantee of shares of restricted common stock is deemed to be therecord owner of those shares during the restriction period, with the right to vote andreceive any dividends on those shares.Effective January 1, 2006, the unvested portions of our grants of restricted stock unitswere valued at their estimated fair values as of their respective grant dates. The grants2011 Annual Report 57

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