<DOCUMENT>
<TYPE>EX-10.09
<SEQUENCE>7
<FILENAME>h95099ex10-09.txt
<DESCRIPTION>2001 BONUS AWARD PLAN
<TEXT>
<PAGE>
OCEANEERING INTERNATIONAL, INC.                                    Exhibit 10.09
2001 BONUS AWARD PLAN



On March 23, 2001, a 2001 Bonus Award Plan under the 1999 Incentive Plan was
approved by the Company's Board of Directors to be administered by its
Compensation Committee. Individuals were nominated and approved for inclusion in
the Plan and reviewed after final results were completed. Recommendations for
cash bonus awards were based on the accomplishment of results (Individual,
Profit Center and Total Company) in order to determine the amount of award, if
any, to be made. Awardees must be amongst the nominated group for eligibility,
and be employed by the Company at the time of funding. Bonuses are earned when
paid. Individuals, as designated, are subject to a maximum bonus eligibility of
10%-150% of current base salary.

The 2001 Bonus Award Plan is based on achieving specific results by the
Individual, his Profit Center and the Total Company. In order to integrate each
of these performances in a fashion that benefits the Shareholders and Employees,
each item is interrelated. The amount of award recommendation was based on the
following methodology:

Individual Coefficient

The Individual Coefficient is determined by taking the individual's weighted
average evaluation of objectives achieved times the individual's salary maximum.
This is the beginning step in determining the final award. An individual's
performance must meet certain minimum criteria or he is eliminated from bonus
award consideration.

Profit Center Results Contribution

The Profit Center Contribution is determined by comparing the Profit Center Net
Income Objective with the results achieved and determining the Contribution to
the Individual Coefficient.

Should the Profit Center results be below a specified amount, all the
individuals in that Profit Center may be eliminated from the Award Program. The
Chief Executive Officer may review the performance of areas within the region on
a case-by-case basis and take appropriate action. Should the actual results be
equal to or greater than such specified amount, the individual becomes eligible
for an award.

Oceaneering International, Inc. Results Contribution

The Company Results Contribution is determined by comparing the Company's Net
Income Result with the Objective planned. The results achieved determine the
multiplier used. Thus, an individual may, subject to the determined maximum, be
recommended for an award equal to the Individual Coefficient times the Profit
Center Contribution times the Company Results Contribution times current base
salary.

<PAGE>

The 2001 Bonus Award Plan is in effect for the fiscal year ended December 31,
2001. It is extremely important that the Company continue improved results. All
participants must be committed to a reward system based on achieving results.
The Company is entrepreneurially oriented and must use its maximum creativity,
effort and determination in achieving individual results that collectively
increases its Shareholders' Net Wealth. The 2001 Bonus Award Plan is structured
to foster that position.

</TEXT>
</DOCUMENT>
