exv10w25



 











Exhibit 10.25




PRIDE INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated Effective January 1, 2006)




1. Purpose




          The Pride International, Inc. Employee Stock Purchase Plan (the “Plan”) is designed to
encourage and assist all employees of Pride International, Inc., a Delaware corporation (“Pride”)
and Subsidiaries (as defined in Section 4) (hereafter collectively referred to as the “Company”),
where permitted by applicable laws and regulations, to acquire an equity interest in Pride through
the purchase of shares of common stock, no par value, of Pride (“Common Stock”). It is intended
that this Plan shall constitute an “employee stock purchase plan” within the meaning of Section 423
of the Internal Revenue Code of 1986, as amended (the “Code”). Any reference to “shares” herein
shall be deemed to include both full and fractional shares of Common Stock, unless the context, as
determined by the Compensation Committee, indicates otherwise.




2. Administration of the Plan




          The Plan shall be administered and interpreted by the Compensation Committee (the “Committee”)
appointed by the Board of Directors of Pride (the “Board”), which Committee of the Board shall
consist of at least two (2) persons. The Committee shall supervise the administration and
enforcement of the Plan according to its terms and provisions and shall have all powers necessary
to accomplish these purposes and discharge its duties hereunder including, but not by way of
limitation, the power to (i) employ and compensate agents of the Committee for the purpose of
administering the accounts of participating employees; (ii) construe or interpret the Plan; (iii)
determine all questions of eligibility; and (iv) compute the amount and determine the manner and
time of payment of all benefits according to the Plan.




          The Committee may act by decision of a majority of its members at a regular or special meeting
of the Committee or by decision reduced to writing and signed by all members of the Committee
without holding a formal meeting.




3. Nature and Number of Shares




          The Common Stock subject to issuance under the terms of the Plan shall be shares of Pride’s
authorized but unissued shares, previously issued shares reacquired and held by Pride or shares
purchased on the open market. The aggregate number of shares which may be issued under the Plan
shall not exceed one million one hundred thousand (1,100,000) shares of Common Stock. All shares
purchased under the Plan, regardless of source, shall be counted against the one million one
hundred thousand (1,100,000) share limitation.




          In the event of any reorganization, stock split, reverse stock split, stock dividend,
combination of shares, merger, consolidation, offering of rights or other similar change in the
capital structure of Pride, the Committee may make such adjustment, if any, as it deems appropriate
in the number, kind and purchase price of the shares available for purchase under the
Plan and in the maximum number of shares which may be issued under the Plan, subject to the
approval of the Board and in accordance with Section 19.




 









 








4. Eligibility Requirements




          Each “Employee” (as hereinafter defined), except as described in the next following paragraph,
shall become eligible to participate in the Plan in accordance with Section 5 on the first
“Enrollment Date” (as defined therein) following employment by the Company; provided, however, that
such Employee must be employed by Pride or a participating Subsidiary on the day immediately
preceding the Enrollment Date. Participation in the Plan is voluntary.




          The following Employees are not eligible to participate in the Plan:





     (i) Employees who would, immediately upon enrollment in the Plan, own directly
or indirectly, or hold options or rights to acquire, an aggregate of five percent
(5%) or more of the total combined voting power or value of all outstanding shares
of all classes of the Company or any subsidiary (in determining stock ownership of
an individual, the rules of Section 424(d) of the Code shall be applied, and the
Committee may rely on representations of fact made to it by the employee and
believed by it to be true);




     (ii) Employees who are customarily employed by the Company less than twenty
(20) hours per week or less than five (5) months in any calendar year; and




     (iii) Employees who were not employed by Pride or a participating Subsidiary on
the day immediately preceding the Enrollment Date.



          “Employee” shall mean any individual employed by Pride or any Subsidiary (as hereinafter
defined). “Subsidiary” shall mean any corporation (a) which is in an unbroken chain of
corporations beginning with Pride if each of the corporations other than the last corporation in
the chain owns stock possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain and (b) which has adopted the
Plan with the approval of the Board. Effective January 1, 2007, the following Subsidiaries are
participating Subsidiaries: Pride International Management Company LP (PIMC), Pride Offshore, Inc.
(POI), Petroleum International Personnel, Ltd. Pte. (PIPL) and Drilling Labor Services Ltd. Pte.
(Drillaser).




5. Enrollment




          Each eligible Employee of Pride or any Subsidiary as of January 1, 2006 may enroll in the Plan
as of January 1, 2006. Each other eligible Employee of Pride or a participating Subsidiary who
thereafter becomes eligible to participate may enroll in the Plan on the first January 1 following
the date he first meets the eligibility requirements of Section 4. Any eligible Employee not
enrolling in the Plan when first eligible may enroll in the Plan on the first day of January of any
subsequent calendar year. Any eligible Employee may enroll or re-enroll in the Plan on the dates
hereinabove prescribed or such other specific dates established by the
Committee from time to time (“Enrollment Dates”). In order to enroll, an eligible Employee
must complete, sign and submit the appropriate form to the person designated by the Committee,





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all
of which may be accomplished in electronic format in the form and manner established by the
Committee.



6. Method of Payment




          Payment for shares is to be made as of the applicable “Purchase Date” (as defined in Section
9) through payroll deductions on an after-tax basis (with no right of prepayment) over the Plan’s
designated purchase period (the “Purchase Period”), with the first such deduction commencing with
the first payroll period ending after the Enrollment Date. Each Purchase Period under the Plan
shall be a period of twelve (12) calendar months beginning on January 1 and ending on the following
December 31 or such other period as the Committee may prescribe. Each participating Employee
(hereinafter referred to as a “Participant”) will authorize such deductions from his pay for each
month during the Purchase Period and such amounts will be deducted in conformity with his
employer’s payroll deduction schedule.




          Each Participant may elect to make contributions each pay period in amounts not less than the
greater of $10 or one percent (1%) of “Compensation,” not to exceed an annual contribution equal to
ten percent (10%) of “Compensation” (or such other dollar amounts and percentages as the Committee
may establish from time to time before an Enrollment Date for all purchases to occur during the
relevant Purchase Period). “Compensation” shall mean (i) prior to January 1, 2007, the
Participant’s base earnings or salary, or bonuses including paid time off for vacations, holidays,
sick leave and elective qualified contributions by the Participant to employee benefit plans
maintained by the Company, but excluding overtime pay, shift differentials, commissions, and
deferred compensation during such pay period, and (ii) from and after January 1, 2007, the
Participant’s base earnings or salary plus any wages paid for overtime. In establishing other
dollar amounts and percentages of permitted contributions, the Committee may take into account the
“Maximum Share Limitation” (as defined in Section 8). The rate of contribution shall be designated
by the Participant in the enrollment form.




          A Participant may elect to increase or decrease the rate of contribution effective as of the
first day of the Purchase Period by giving prior notice to the person designated by the Committee
in the form and manner approved by the Committee. A Participant may not elect to increase or
decrease the rate of contribution during a Purchase Period. A Participant may suspend payroll
deductions at any time during the Purchase Period, by giving prior notice to the person designated
by the Committee in the form and manner approved by the Committee. For calendar years prior to
2007, if a Participant elects to suspend his payroll deductions, such Participant’s account will
continue to accrue interest and will be used to purchase stock at the end of the Purchase Period.
If the election to suspend is made on or after January 1, 2007, only the balance of Participant’s
account at the time of such election shall be used to purchase stock, which shall be accomplished
at the end of the Purchase Period.




          A Participant may also elect to withdraw his entire contributions for the current year at any
time by giving prior notice to the person designated by the Committee in the form and manner
approved by the Committee. Any Participant who withdraws his contributions will
receive, as soon as administratively practicable, his entire account balance, including any
dividends (and, if the withdrawal occurs prior to January 1, 2007, any interest accruing to the
account balance). Any Participant who suspends payroll deductions or withdraws contributions





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during any Purchase Period cannot resume payroll deductions during such Purchase Period and must
re-enroll in the Plan in order to participate in the next Purchase Period.



          Except in case of cancellation of election to purchase, death, resignation or other
terminating event, the amount in a Participant’s account at the end of the Purchase Period will be
applied to the purchase of the shares.




7. Crediting of Contributions, Interest and Dividends




          Contributions shall be deposited into an account maintained by Pride with the financial
institution designated by the Committee for this purpose (the “Custodian”) and shall be invested in
a money market account or such other investment vehicle or vehicles designated by the Committee for
purposes of the Plan. Pride shall maintain a record of the amount of contributions allocable to
each Participant’s account. Prior to January 1, 2007, interest will be credited to a Participant’s
account as of the end of each calendar year, based on the balance in the Participant’s account on
the last business day of the calendar year, or by such other date as the Committee may establish
from time to time, until the earlier of (i) the end of the Purchase Period or (ii) in the event of
cancellation, death, resignation or other terminating event, the last day of the calendar quarter
ending on or immediately prior to the date on which such contributions are returned to the
Participant. From and after January 1, 2007, as of the end of each calendar year or as of such
other date as the Committee may establish from time to time, interest accrued on the money market
account or such other investment vehicle(s) shall be used to offset administrative expenses
associated with maintaining the Plan; however, should such interest exceed administrative expenses,
any such excess interest accumulation shall be credited to participant’s accounts in the same
manner as it would have been prior to January 1, 2007. Dividends on shares held in a Participant’s
account in the Plan will also be credited to such Participant’s account. Any such contributions,
applicable interest and dividends shall be deposited in Pride’s account with the Custodian.




8. Grant of Right to Purchase Shares on Enrollment




          Enrollment in the Plan by an Employee on an Enrollment Date will constitute the grant, as of
the Grant Date, by the Company to the Participant of the right to purchase shares of Common Stock
under the Plan. Re-enrollment by a Participant in the Plan will constitute a grant by the Company
to the Participant of a new opportunity to purchase shares on the Enrollment Date on which such
re-enrollment occurs. A Participant who has not (a) terminated employment, (b) withdrawn his
contributions from the Plan, or (c) notified the Company, in the form and manner designated by the
Committee, by such date as the Committee shall establish (which date shall not be later than
December 31), of his election to withdraw his payroll deductions as of December 31 will have shares
of Common Stock purchased for him on the applicable Purchase Date, and he will automatically be
re-enrolled in the Plan on the Enrollment Date immediately following the Purchase Date on which
such purchase has occurred, unless each Participant
notifies the person designated by the Committee in the form and manner approved by the
Committee that he elects not to re-enroll.




          Each right to purchase shares of Common Stock under the Plan during a Purchase Period shall
have the following terms:




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     (i) the right to purchase shares of Common Stock during a particular Purchase
Period shall expire on the earlier of: (A) the completion of the purchase of shares
on the Purchase Date occurring in the Purchase Period, or (B) the date on which
participation of such Participant in the Plan terminates for any reason;




     (ii) payment for shares purchased will be made only through payroll
withholding and the crediting of other amounts, if applicable, in accordance with
Sections 6 and 7;




     (iii) purchase of shares will be accomplished only in accordance with Section
9;




     (iv) the price per share will be determined as provided in Section 9;




     (v) the right to purchase shares (taken together with all other such rights
then outstanding under this Plan and under all other similar stock purchase plans
of Pride or any Subsidiary) will in no event give the Participant the right to
purchase a number of shares during a Purchase Period in excess of the
number of shares of Common Stock derived by dividing $25,000 by the fair market value of the
Common Stock (the “Maximum Share Limitation”) on the applicable Grant Date
determined in accordance with Section 9;




     (vi) the right to purchase shares will in all respects be subject to the terms
and conditions of the Plan, as interpreted by the Committee from time to time; and




     (vii) Pride and the Custodian can agree to limitations on the transfer, gift,
or margin of shares held with the Custodian. Such limitations, if any, shall apply
to such shares.



9. Purchase of Shares




          The right to purchase shares of Common Stock granted by the Company under the Plan is for the
term of a Purchase Period. The fair market value of the Common Stock (“Fair Market Value”) to be
purchased during such Purchase Period will be, as of the first trading day of the calendar month of
January or such other trading date designated by the Committee (the “Grant Date”), (i) if the
shares of Common Stock are listed on the New York Stock Exchange, then the final closing sales
price per share of Common Stock as reported on New York Stock Exchange Composite Trading Listings,
or a similar report selected by the Company, on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on
which such a sale was so reported, (ii) if the shares of Common Stock are listed on a national
securities exchange other than the New York Stock Exchange, the mean between the highest





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and lowest
sales price per share of Common Stock on the primary such national securities exchange on that
date, or, if there shall have been no such sale so reported on that date, on the last preceding
date on which such a sale was so reported, (iii) if the shares of Common Stock are not so listed
but are quoted in the NASDAQ National Market System, the mean between the highest and lowest sales
price per share of Common Stock on the NASDAQ National Market System on that date, or, if there
shall have been no such sale so reported on that date, on the last preceding date on which such a
sale was so reported, (iv) if the Common Stock is not so listed or quoted, the mean between the
closing bid and asked 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 NASDAQ, or,
if not reported by NASDAQ, by the National Quotation Bureau, Inc., or (v) if none of the above are
applicable, the fair market value of a share of Common Stock as determined in good faith by the
Committee. The Fair Market Value of the Common Stock will again be determined in the same manner
on the last trading day of the calendar month of December or such other trading date designated by
the Committee (the “Purchase Date”); however, in no event shall the Committee, in the exercise of
its discretion, designate a Purchase Date beyond twenty-seven (27) months from the related Grant
Date or otherwise fail to meet the requirements of Section 423(b)(7) of the Code. These dates
constitute the date of grant and the date of exercise for valuation purposes of Section 423 of the
Code.



          As of the Purchase Date, the Committee shall apply the funds then credited to each
Participant’s account to the purchase of full and fractional shares of Common Stock. The cost to
the Participant for the shares purchased during a Purchase Period shall be the lower of:





     (i) eighty-five percent (85%) of the Fair Market Value of Common Stock on the
Grant Date; or




     (ii) eighty-five percent (85%) of the Fair Market Value of Common Stock on the
Purchase Date.



          Certificates evidencing shares purchased shall be delivered to the Custodian or to any other
bank or financial institution designated by the Committee for this purpose or delivered to the
Participant (if the Participant has notified the Custodian or such other designated bank or
financial institution, in the appropriate manner, of his election to receive the certificate) as
soon as administratively feasible after the Purchase Date. Notwithstanding the foregoing,
Participants shall be treated as the record owners of their shares effective as of the Purchase
Date. Shares that are held by the Custodian or any other designated bank or financial institution
(i) shall be held in book entry form prior to January 1, 2007, and (ii) from and after January 1,
2007, shall be held in a Plan Omnibus account. Prior to January 1, 2006, any cash equal to less
than the price of a whole share of Common Stock shall be credited to a Participant’s account on the
Purchase Date and carried forward in his account for application during the next Purchase Period.
Any Participant (i) who purchases stock at the end of a Purchase Period and is not re-enrolled in
the Plan for the next Purchase Period or (ii) who withdraws his contributions from the Plan prior
to the next Purchase Date will receive any cash, dividends or, prior
to January 1, 2007, interest remaining in his account and a certificate for the number of shares held in his account provided
that the Participant has notified the Custodian or such other designated bank or financial
institution, in the appropriate manner, of his election to receive the certificate. Such
Participant may elect to receive a certificate for the remaining number of shares held in his
account upon such Participant’s termination of employment by giving the appropriate notice to the
Custodian or such other designated bank or financial institution. Any Participant who terminates
employment will receive a cash refund attributable to amounts equal to less than the price of a
whole share, and any accumulated contributions, dividends and, prior to January 1, 2007, interest





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and may receive a certificate for the number of shares held in his account by giving notice to the
Custodian or such other designated bank or financial institution, in the appropriate manner, of his
election to receive the certificate. If for any reason the purchase of shares with a Participant’s
allocations to the Plan exceeds or would exceed the Maximum Share Limitation, such excess amounts
shall be refunded to the Participant as soon as practicable after such excess has been determined
to exist.



          If as of any Purchase Date the shares authorized for purchase under the Plan are exceeded,
enrollments shall be reduced proportionately to eliminate the excess. Any funds in a Participant’s
account (other than amounts not applicable to the purchase of shares and, after January 1, 2007,
interest) that cannot be applied to the purchase of shares due to excess enrollment shall be
refunded as soon as administratively feasible. The Committee in its discretion may also provide
that excess enrollments may be carried over to the next Purchase Period under this Plan or any
successor plan according to the regulations set forth under Section 423 of the Code.




10. Withdrawal of Shares and Sale of Shares





     (a) Withdrawal of Shares. A Participant may elect to withdraw at any time
(without withdrawing from participation in the Plan) whole shares held in his
account by giving notice to the Custodian (or other person designated by the
Committee) in the appropriate manner. Upon receipt of such notice from the
Participant, the Custodian, bank or other financial institution designated by the
Committee for this purpose will arrange for the issuance and delivery of such shares
held in the Participant’s account as soon as administratively feasible.




     (b) Sale of Shares. Notwithstanding anything in the Plan to the contrary, a
Participant may sell whole and/or fractional shares which are held in his account by
giving notice to the Custodian (or such other person designated by the Committee) in
the appropriate manner. Upon receipt of such notice from the Participant, the
Custodian, bank or other financial institution designated by the Committee for this
purpose will arrange for the sale of such Participant’s shares. Any sale will occur
as soon as administratively feasible.



11. Termination of Participation




          The right to participate in the Plan terminates immediately when a Participant ceases to be
employed by the Company for any reason whatsoever (including death, unpaid disability or when the
Participant’s employer ceases to be a Subsidiary) or the Participant
otherwise becomes ineligible. Participation also terminates immediately when the Participant
voluntarily withdraws his contributions from the Plan. Participation terminates immediately after
the Purchase Date if the Participant is not re-enrolled in the Plan for the next Purchase Period or
if the Participant has suspended payroll deductions during any Purchase Period and has not
re-enrolled in the Plan for the next Purchase Period. As soon as administratively feasible after
termination of participation, the Participant or, if applicable, his beneficiary or legal
representative, shall be entitled to receive (i) payment of all cash amounts credited to the
Participant’s account, including interest and dividends, if any, determined in accordance with




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Section 7, (ii) payment of the net proceeds of the sale of fractional shares, if any, held in the
Participant’s account, and (iii) a certificate for the number of whole shares held in the
Participant’s account to be delivered to the Participant or, if applicable, his beneficiary or
legal representative, provided that such Participant, beneficiary or legal representative has given
notice, in the appropriate manner, to the Custodian or such other designated bank or financial
institution of his election to receive the certificate. Once participation terminates, the
Participant’s account will be maintained as a part of the Plan for thirty (30) days thereafter,
subject to any agreements between Pride and the Custodian. After the thirty (30) day period
expires, the Participant’s account will no longer be considered a part of the Plan. For purposes
of the Plan, a Participant is not deemed to have terminated his employment if he transfers
employment from Pride to a Subsidiary, or vice versa, or transfers employment between Subsidiaries.



12. Unpaid Leave of Absence




          Unless the Participant has voluntarily withdrawn his contributions from the Plan, shares will
be purchased for his account on the Purchase Date next following commencement of an unpaid leave of
absence by such Participant, provided such leave does not constitute a termination of employment.
The number of shares to be purchased will be determined by applying to the purchase the amount of
the Participant’s contributions made up to the commencement of such unpaid leave of absence,
determined in accordance with Section 7. If the Participant’s unpaid leave of absence both
commences and terminates during the same Purchase Period and he has resumed eligible employment
prior to the Purchase Date related to that Purchase Period, he may also resume payroll deductions
immediately, and shares will be purchased for him on such Purchase Date as otherwise provided in
Section 9.



13. Designation of Beneficiary




          Each Participant may designate to the Company in writing one or more beneficiaries of a
Participant’s benefits under this Plan in the event of death, and the Participant may, in his sole
discretion, change such designation at any time by notifying the Company in writing. Oral
designations shall not be acceptable. Any such written designation shall be effective upon receipt
by the person designated by the Committee and shall control over any disposition by will or
otherwise. Notifications received after a Participant’s death shall not be valid.




          As soon as administratively feasible after the death of a Participant, amounts credited to his
account, determined in accordance with Section 7, shall be paid in cash and a
certificate for any shares shall be delivered to the Participant’s designated beneficiaries
or, in the absence of such designation, to the executor, administrator or other legal
representative of the Participant’s estate provided that such person or persons has or have given
notice to the Custodian or such other designated bank or financial institution, in the appropriate
manner, of his or her election to receive the certificate. Such payment shall relieve the Company
of further liability to the deceased Participant with respect to the Plan. If more than one
beneficiary is designated, each beneficiary shall receive an equal portion of the account unless
the Participant has given express contrary instructions.




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14. Assignment




          Except as provided in Section 13, the rights of a Participant under the Plan will not be
assignable or otherwise transferable by the Participant, other than by will or the laws of descent
and distribution or pursuant to a “qualified domestic relations order,” as defined in Section
414(p) of the Code. No purported assignment or transfer of such rights of a Participant under the
Plan, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the
purported assignee or transferee any interest or right therein whatsoever, but immediately upon
such assignment or transfer, or any attempt to make the same, such rights shall terminate and
become of no further effect. If this provision is violated, the Participant’s election to purchase
Common Stock shall terminate, and the only obligation of the Company remaining under the Plan will
be to pay to the person entitled thereto the amount then credited to the Participant’s account. No
Participant may create a lien on any funds, securities, rights or other property held for the
account of the Participant under the Plan, except to the extent that there has been a designation
of beneficiaries in accordance with the Plan, and except to the extent permitted by will or the
laws of descent and distribution if beneficiaries have not been designated. A Participant’s right
to purchase shares under the Plan shall be exercisable only during the Participant’s lifetime and
only by him.




15. Costs




          All costs and expenses incurred in administering this Plan shall be paid by the Company. Any
brokerage fees for the sale of shares purchased under the Plan shall be paid by the Participant.




16. Reports




          At the end of each Purchase Period, Pride shall provide or cause to be provided to each
Participant a report of his contributions, including any other amounts earned and accruing to such
Participant in accordance with the terms herein, and the number of whole shares of Common Stock
purchased with such contributions by that Participant on each Purchase Date.




17. Equal Rights and Privileges




          All eligible Employees shall have equal rights and privileges with respect to the Plan so that
the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any
successor provision of the Code and related regulations. Any provision of the Plan which is
inconsistent with Section 423 or any successor provision of the Code shall without further act or
amendment by the Company be reformed to comply with the requirements of Section 423. This Section
17 shall take precedence over all other provisions in the Plan.




18. Rights as Shareholders




          A Participant will have no rights as a stockholder under the election to purchase until he
becomes a stockholder as herein provided. A Participant will become a stockholder with
respect to shares for which payment has been completed as provided in Section 9 at the close
of business on the last business day of the Purchase Period.




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19. Modification and Termination




          The Plan may be amended or terminated at any time insofar as permitted by law, except that any
provisions of the Plan that constitute a formula award for purposes of Rule 16b-3 under the
Securities Exchange Act of 1934 (“Rule 16b-3”) may not be amended more than once every six (6)
months, other than to comport with changes in the Code or the rules thereunder, unless otherwise
permitted under Rule 16b-3. Amendments to the Plan may be accomplished by action of the Committee
subject to the provisions of Section 2, while termination may only take place upon a Board
resolution. Notwithstanding the prior sentence or anything else contained herein, no amendment
shall be effective without Board resolution unless within one (1) year after it is adopted by the
Board it is approved by the holders of Pride’s outstanding shares:





     (i) if and to the extent such amendment is required to be approved by
shareholders to continue the exemption provided for in Rule 16b-3 (or any successor
provision); or




     (ii) if and to the extent such amendment is required to be approved by
shareholders in order to cause the rights granted under the Plan to purchase shares
of Common Stock to meet the requirements of Section 423 of the Code (or any
successor provision).



          The Plan shall terminate after all Common Stock issued under the Plan has been purchased,
unless terminated earlier by the Board or unless additional Common Stock is issued under the Plan
with the approval of the shareholders. In the event the Plan is terminated, the Committee may
elect to terminate all outstanding rights to purchase shares under the Plan either immediately or
upon completion of the purchase of shares on the next Purchase Date, unless the Committee has
designated that the right to make all such purchases shall expire on some other designated date
occurring prior to the next Purchase Date. If the rights to purchase shares under the Plan are
terminated prior to expiration, all funds contributed to the Plan which have not been used to
purchase shares shall be returned to the Participants as soon as administratively feasible, which
funds shall be determined in accordance with Section 7.




20. Board and Shareholder Approval; Amended & Restated Effective Date




          This Plan was originally adopted by the Board on April 3, 1996. The Plan was originally
approved by the holders of a majority of the shares of outstanding Common Stock of Pride present,
or represented, and entitled to vote at the 1996 Annual Meeting of Shareholders and was originally
effective July 1, 1996 and subsequently amended and restated effective April 1, 2000. This
amendment and restatement of the Plan shall be effective as of January 1, 2006, except as otherwise
specified herein.




21. Governmental Approvals or Consents




          This Plan and any offering or sale made to Employees under it are subject to any governmental
approvals or consents that may be or become applicable in connection therewith. Subject to the
provisions of Section 19, the Board may make such changes in the Plan and




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include such terms in any
offering under the Plan as may be desirable to comply with the rules or regulations of any
governmental authority.



22. Listing of Shares and Related Matters




          If at any time the Board or the Committee shall determine, based on opinion of legal counsel,
that the listing, registration or qualification of the shares covered by the Plan upon any national
securities exchange or reporting system or under any state or federal law is necessary or desirable
as a condition of, or in connection with, the sale or purchase of shares under the Plan, no shares
will be sold, issued or delivered unless and until such listing, registration or qualification
shall have been effected or obtained, or otherwise provided for, free of any conditions not
acceptable to legal counsel.




23. Employment Rights




          The Plan shall neither impose any obligation on Pride or on any Subsidiary to continue the
employment of any Participant, nor impose any obligation on any Participant to remain in the employ
of Pride or of any Subsidiary.




24. Withholding of Taxes




          The Committee may make such provisions as it may deem appropriate for the withholding of any
taxes which it determines is required in connection with the purchase of Common Stock under the
Plan.




25. Governing Law




          The Plan and rights to purchase shares that may be granted hereunder shall be governed by and
construed and enforced in accordance with the laws of the state of Texas.




26. Use of Gender




          The gender of words used in the Plan shall be construed to include whichever may be
appropriate under any particular circumstances of the masculine, feminine or neuter genders.




27. Other Provisions




          The agreements to purchase shares of Common Stock under the Plan shall contain such other
provisions as the Committee and the Board shall deem advisable, provided that no such provision
shall in any way be in conflict with the terms of the Plan.




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          IN WITNESS WHEREOF, this document has been executed effective January 1, 2006.




	 	 	 	 	 
	 	PRIDE INTERNATIONAL, INC.

 	 
	 	By:  	/s/
Lonnie D. Bane 	 
	 	Name:  	 	Lonnie D. Bane 	 
	 	Title:  	 	Senior Vice President, Human Resources 	 



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