exv10w1



 





Exhibit 10.1




PRIDE INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




(As Amended and Restated Effective January 1, 2007)




     This Pride International, Inc. Supplemental Executive Retirement Plan (the “Plan”) constitutes
an amendment and restatement in its entirety of the Pride International, Inc. Supplemental
Executive Retirement Plan originally effective January 1, 1996, as thereafter amended and restated
effective May 18, 2004 and February 17, 2005, and as thereafter amended.



SECTION 1

PURPOSES OF PLAN, EFFECTIVE DATE AND DEFINITIONS




     1.1 Purpose. The purpose of the Plan is to provide specified benefits to a select group of
management and highly compensated employees of Pride International, Inc. (the “Company”) and its
Affiliates who contribute materially to the continued growth, development and future business
success of the Company. The Plan shall be an unfunded deferred compensation arrangement.



     1.2 Effective Date. The Plan, as amended and restated herein, shall be effective as of
January 1, 2007.



     1.3 Definitions. For purposes of this Plan, the following phrases or terms shall have the
indicated meanings unless otherwise clearly apparent from the context or unless alternative
definitions are provided in a Participation Agreement.




     (a) “Actuarial Equivalent” means a benefit of equivalent value as computed on the basis
of an interest rate assumption and applicable mortality table as described in Appendix A
hereto, with such appendix hereby incorporated by reference as part of the Plan, as may be
amended from time to time by the Committee.




     (b) “Affiliate” means any corporation that has adopted the Plan and the shares of which
are owned or controlled, directly or indirectly, by the Company representing fifty percent
(50%), or more, of the voting power of the issued and outstanding capital stock of such
corporation.




     (c) “Beneficiary” means the person or persons designated by a Participant to receive
the benefits that are payable under the Plan upon or after the death of the Participant.




     (d) “Benefit Percentage” means the percentage provided in the applicable Participation
Agreement for purposes of calculating the SERP Benefit.




     (e) “Board” means the Board of Directors of the Company.




     (f) “Cause” means “cause” within the meaning of the Participant’s employment agreement
in effect with the Employer at the time of the Participant’s



 









 






termination
of employment (or, if the Participant does not then have an employment agreement, the Participant’s severance
agreement then in effect with the Employer). If there is no such agreement in effect at the
time of the Participant’s termination of employment, then “Cause” shall mean: (i) the
willful and continued failure of the Participant to substantially perform his duties with
the Employer (other than any failure due to physical or mental incapacity) after a demand
for substantial performance is delivered to him by the Board that specifically identifies
the manner in which the Board believes he has not substantially performed his duties; (ii)
willful misconduct materially and demonstrably injurious to the Employer; or (iii) material
violation of any covenant not to compete that is applicable to the Participant. For this
purpose, no act or failure to act by the Participant shall be considered “willful” unless
done or omitted to be done by him not in good faith and without reasonable belief that his
action or omission was in the best interest of the Company.




     (g) “Change in Control” shall mean a change in control within the meaning of the
Participant’s employment agreement with the Employer (or, if the Participant does not have
an employment agreement, the Participant’s severance agreement) as in effect at the time of
the change in control event. If there is no such agreement then in effect, then “Change in
Control” shall mean (and shall be deemed to have occurred on) the date of the first to occur
of any of the following:




(i) a Change in Control of the Company of the nature that would be required
to be reported in response to item 6(e) of Schedule 14A of Regulation 14A or
Item 5.01 of Form 8-K promulgated under the Exchange Act as in effect on the
date of this Plan, or if neither item remains in effect, any regulations
issued by the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended from time to time, (the “Exchange Act”)
which serve similar purposes;




(ii) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act) is or becomes a beneficial owner, directly or indirectly,
of securities of the Company representing twenty percent (20%) or more of
the combined voting power of the Company’s then outstanding securities;




(iii) the individuals who were members of the Board immediately prior to a
meeting of the shareholders of the Company involving a contest for the
election of directors shall not constitute a majority of the Board following
such election;




(iv) the Company shall have merged into or consolidated with another
corporation, or merged another corporation into the Company, on a basis
whereby less than fifty percent (50%) of the total voting power of the
surviving corporation is represented by shares held by former shareholders
of the Company prior to such merger or consolidation;



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(v) the Company shall have sold, transferred or exchanged all, or
substantially all, of its assets to another corporation or other entity or
person; or




(vi) a Limited Change in Control.




     (h) “Change in Control Termination” means termination of employment with the Employer
(other than for Cause) within the period of time following a Change in Control described in
the Participant’s employment agreement in effect with the Employer at the time of the Change
in Control (or, if the Participant does not then have an employment agreement, the
Participant’s severance agreement then in effect), which entitles the Participant to
enhanced separation payments. If there is no such agreement then in effect, “Change in
Control Termination” shall mean an involuntary termination (other than for Cause, death or
Disability) (i) within two (2) years following a Change in Control which occurs other than
because of a Limited Change in Control or within one (1) year following a Limited Change in
Control, or (ii) such other definition as shall be set forth in the Participation Agreement.




     (i) “Code” means the Internal Revenue Code of 1986, as amended from time to time.




     (j) “Committee” means the Compensation Committee of the Board.




     (k) “Company” means Pride International, Inc. and its successors.




     (l) “Disabled” or “Disability” means a condition that, under the Company’s employee
benefit plan providing long-term disability benefits, entitles the Participant to receive
long-term disability benefits.




     (m) “Early Retirement Date” means the date the Participant has both attained age 55 and
completed 15 years of Service or such other date as is specified in the Participant’s
Participation Agreement.




     (n) “Effective Date” means the date set forth in Section 1.2.




     (o) “Employee” means any person who is employed by the Company or an Affiliate on a
regular full-time basis determined by the personnel rules and practices of the Company or
Affiliate, as applicable.




     (p) “Employer” means the Company and each Affiliate that has adopted or which adopts
the Plan with the approval of the Board.




     (q) “Final Annual Salary” means the Participant’s base annual salary and target award
under the Company’s annual bonus plan as in effect on the Participant’s last day of active
employment (if the Company has not specified a target award for such year,
the most recent target award will be considered continued in effect); provided,
however, in the event of a Change in Control Termination, the Final Annual Salary shall be
the greater of the Final Annual Salary as calculated immediately preceding the Change in




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Control or the Final Annual Salary as calculated on the Participant’s last day of active
employment.




     (r) “Limited Change in Control” of the Company shall mean, and shall be deemed to have
occurred on the date of, the date the Company shall have merged into or consolidated with
another corporation, or merged another corporation into the Company, on a basis whereby at
least fifty percent (50%) but not more than eighty percent (80%) of the total voting power
of the surviving corporation is represented by shares held by former shareholders of the
Company prior to such merger or consolidation.




     (s) “Normal Retirement Date” means the date a Participant attains age 62, or such other
date as is specified in the Participant’s Participation Agreement.




     (t) “Participant” means an Employee who has satisfied and continues to satisfy the
eligibility requirements to participate in the Plan, including proper execution of a
Participation Agreement.




     (u) “Participation Agreement” means an agreement between the Company and an Employee,
in the form and subject to the conditions prescribed by the Committee, pursuant to which the
Employee is granted the right to participate in the Plan.




     (v) “Plan” means the Pride International, Inc. Supplemental Executive Retirement Plan
as set forth herein and as may be amended from time to time.




     (w) “SERP Benefit” means any benefit payable or paid to a Participant, a Spouse or
Beneficiary(ies) under the terms and conditions of this Plan.




     (x) “Service” means the period of continuous employment with the Employer(s) from the
Employee’s last date of hire by an Employer.




     (y) “Spouse” means the person to whom the Participant is lawfully married both at the
time of the Participant’s termination of employment and at the earlier of (i) the time of
the Participant’s death or (ii) the time of the Participant’s commencement of the SERP
Benefit.



SECTION 2

ADMINISTRATION OF THE PLAN




     2.1 Committee Powers. The Committee shall have full power and authority to interpret the
provisions of the Plan and may from time to time establish rules for the administration of the Plan
that are not inconsistent with the provisions and purposes of the Plan.



     2.2 Committee Action. A majority of the members of the Committee shall constitute a quorum for the transaction of
business. All action taken by the Committee at a meeting shall be by the vote of a majority of
those present at such meeting, but any action may be taken by the Committee without a meeting upon
written consent signed by a majority of the members of the Committee.



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     2.3 Committee Determinations Conclusive. All determinations of the Committee shall be
final, binding and conclusive upon all persons. The determination of the Committee as to any
disputed question arising under the Plan, including questions of construction and interpretation,
shall be final, binding and conclusive upon all persons. Without limiting the generality of the
foregoing, the determination of the Committee as to whether a Participant has terminated his
employment and the date thereof, or the cause to which termination of employment is attributable,
shall be final, binding and conclusive upon all persons.



     2.4 Committee Liability. No member of the Committee shall be liable for any act done or
determination made in good faith.



SECTION 3

ELIGIBILITY AND PARTICIPATION




     3.1 Eligibility. Only Employees who are approved by the Committee and who, individually
and collectively, constitute a select group of management or highly compensated employees shall be
eligible to participate in this Plan.



     3.2 Participation. An eligible Employee who is selected by the Committee for participation
in the Plan may become a Participant by properly executing a Participation Agreement that, together
with (and subject to) the Plan, shall govern the Participant’s rights under the Plan.
Participation in the Plan shall automatically cease upon a Participant’s termination of employment
with all Employers, except to the extent that the Participant is then eligible to receive a Normal
Retirement Benefit or an Early Retirement Benefit under this Plan or otherwise has a vested right
to a Plan benefit, each as described in Section 4. The terms, conditions and provisions of a
Participation Agreement may modify or provide alternative terms than those contained in the Plan.



SECTION 4

BENEFITS




     4.1 Normal Retirement Benefit. In the event a Participant terminates employment on or
after his Normal Retirement Date, the Company shall pay or cause to be paid to the Participant an
annual benefit (“Normal Retirement Benefit”) equal to the Benefit Percentage of the Participant’s
Final Annual Salary subject to any
applicable vesting schedule set forth in the Participation Agreement; provided, however, that in
the event (a) the Company does not pay or (b) the Company and the Employer who employed the
Participant agree that the Employer will pay, then the Employer who employed the Participant shall
pay the Normal Retirement Benefit to the Participant. The Normal Retirement Benefit shall be paid
in the form as provided in Section 4.9.



     4.2 Early Retirement Benefit. If a Participant terminates employment on or after his Early
Retirement Date, the Company shall pay or cause to be paid to the Participant an annual benefit
(“Early Retirement Benefit”) equal to the Benefit Percentage of the Participant’s Final Annual
Salary multiplied by the applicable reduction factor set forth in Section 4.8 and subject to any
applicable vesting schedule set forth in the Participation Agreement. In the event (a) the Company
does not pay or (b) the Company and the Employer who employed the Participant



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agree that the
Employer will pay, then the Employer who employed the Participant shall pay the Early Retirement
Benefit to the Participant. The Early Retirement Benefit shall be paid in the form as provided in
Section 4.9.




     4.3 Other Terminations of Employment. Except as otherwise provided herein, if a
Participant’s employment with all Employers terminates prior to the Participant’s Normal or Early
Retirement Date for any reason other than a Change in Control Termination, death, Disability or
termination for Cause, the right of the Participant to a Plan benefit calculated based on the
Benefit Percentage of the Final Annual Salary, if any, shall be determined based on the terms and
conditions of his Participation Agreement, and in accordance with the vesting schedule set forth in
that agreement. The Participant shall forfeit any right to a SERP Benefit to the extent the
benefit is not vested under the terms of the Participation Agreement. Any benefit payable under
this Section 4.3 shall be payable on the terms and conditions set forth in the Participation
Agreement, but in no event prior to the Participant’s Normal Retirement Date.



     4.4 Change in Control. Notwithstanding anything herein to the contrary, if a Participant
has a Change in Control Termination, then the Participant shall be entitled to an immediate lump
sum payment in an amount equal to the Benefit Percentage of the Participant’s Final Annual Salary
multiplied by ten, whether or not the Participant was vested at the time of the Change of Control
Termination. The lump sum payment under this Section 4.4 shall be in lieu of any other SERP
Benefit hereunder and neither the Participant nor any Spouse or Beneficiary of the Participant
shall be entitled to any other payment pursuant to this Plan or the Participation Agreement
following a Change in Control Termination.



     4.5 Death Benefits.




     (a) Death After Benefits Commence. If a Participant dies after payment of the
SERP Benefit has commenced under Section 4.9(a), the Spouse or Beneficiary shall
be entitled to the survivor portion of the SERP Benefit, which shall be payable in the
form as provided in Section 4.9(a).




     (b) Death Before Benefits Commence. If a Participant dies before reaching his
or her Early or Normal Retirement Date, either while in employment or after terminating
employment with the right to receive a SERP Benefit and before commencement of such SERP
Benefit, the Participant’s surviving Spouse or Beneficiary, if any, shall receive the same
benefit, if any, that would have been payable if the Participant had: (i) terminated
employment on the earlier of the date of death or actual date of termination of employment;
(ii) survived to the Normal Retirement Date; (iii) retired with an immediate Joint and 50%
Survivor Annuity or Ten-Year Certain Annuity, as applicable and as described in Section 4.9,
on the date described in clause (ii); and (iv) died on the day after such date. In the
event the Participant terminates employment due to death, the SERP Benefit shall immediately
become fully vested and shall be payable in the form as provided in Section 4.9(a) or
4.9(b), as applicable.



     4.6 Disability. If a Participant terminates employment with all Employers due to a
Disability and prior to the commencement of the payment of any benefits hereunder, the Company
shall pay or cause to be paid to the Participant an annual benefit (“Disability Benefit”)



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equal to
the Benefit Percentage of the Participant’s Final Annual Salary multiplied by the applicable
reduction factor, as provided in Section 4.8, if termination occurs prior to the Participant’s
Normal Retirement Date. The Disability Benefit shall be reduced by the amount of any Employer or
government provided disability benefits. In the event (i) the Company does not pay or (ii) the
Company and the Employer who employed the Participant agree that the Employer will pay, then the
Employer who employed the Participant shall pay the Disability Benefit to the Participant. The
Disability Benefit shall immediately become fully vested, unless otherwise provided in the
applicable Participation Agreement, and shall be paid in the form as provided in Section 4.9.




     4.7 Termination for Cause. Notwithstanding anything to the contrary in this Plan or the
Participation Agreement, a Participant shall forfeit all rights to any benefits under this Plan,
whether or not vested, upon a termination of employment for Cause.



     4.8 Commencement of SERP Benefit Before Normal Retirement Date. In the event SERP
Benefit payments commence before the Participant’s Normal Retirement Date, whether to the
Participant, or in the event of his death to his surviving Spouse or Beneficiary(ies), the
applicable reduction factor shall be as set forth below:



	 	 	 
	Number of Years Prior to	 	 
	Normal Retirement Date	 	Reduction Factor
	less than 1
	 	0.96
	1 but less than 2
	 	0.92
	2 but less than 3
	 	0.88
	3 but less than 4
	 	0.84
	4 but less than 5
	 	0.80
	5 but less than 6
	 	0.76
	6 but less than 7
	 	0.72
	7 but less than 8
	 	0.68
	8 but less than 9
	 	0.64
	9 but less than 10
	 	0.60
	10 but less than 11
	 	0.56
	11 but less than 12
	 	0.52
	12 or more
	 	0.50






4.9 Form Payment of Benefits.




     (a) Default Form of Benefits. Unless a Participation Agreement or Sections
4.4, 4.9(b) or 4.9(c) otherwise apply, the SERP Benefit will be paid in the following forms
of annuity.




(i) Ten-Year Certain and Life Annuity. If the Participant does not
have a Spouse as of the earlier of (i) the time SERP Benefit payments
commence or (ii) the death of the Participant, the Participant (if living)
shall be eligible for a SERP Benefit payable in monthly installments to the
Participant for his lifetime, and in the event of the Participant’s death



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before he has received at least 120 payments, his Beneficiary(ies) shall
receive monthly payments in the same amount, until a total of 120 payments
have been paid.




(ii) Joint and 50% Survivor Annuity. If the Participant has a
Spouse at the time SERP Benefit payments commence, the Participant shall
receive a SERP Benefit payable in monthly installments to the Participant
for his lifetime with 50% of the SERP Benefit payable in monthly
installments to the surviving Spouse for her lifetime after the
Participant’s death. If the Participant has a Spouse and dies prior to the
time SERP Benefit payments commence, the surviving Spouse will receive a
lifetime benefit equal to 50% of the benefit the Participant would have
received, pursuant to Section 4.5(a)(ii).




(iii) Optional Forms. In lieu of the Joint and 50% Survivor
Annuity, as described in subsection (ii) above, a Participant may elect, in
the form and manner as prescribed by the Committee, provided that it is no
later than the date SERP Benefit payments commence, to receive reduced
monthly installments for the Participant’s lifetime with an increased
percentage of the Participant’s monthly installments to continue to the
surviving Spouse for her lifetime after the Participant’s death that is the
Actuarial Equivalent of the Joint and 50% Survivor Annuity. The Participant
may specify the applicable survivor percentage to be 75% or 100%.




(iv) Commencement. A Participant’s SERP Benefit shall commence
within 60 days following the Participant’s termination of employment, or, if
later, the date that complies with Section 8.11 hereof; provided, however,
that in the case of death of the Participant, payments to a surviving Spouse
or Beneficiary shall commence pursuant to Section 4.5.




     (b) Lump Sum Election. Notwithstanding the default form of benefit provided in
Section 4.9(a), a Participant may irrevocably elect, in the form and manner as prescribed by
the Committee, to receive the SERP Benefit in the form of a lump sum (equal to the Actuarial
Equivalent of the monthly annuity benefits otherwise payable), which shall be paid within 60
days following the Participant’s termination of employment, or, if later, the date that
complies with Section 8.11 hereof; provided, however, that in the case of death of the
Participant before payment hereunder, payments to a surviving Spouse or Beneficiary shall
commence pursuant to Section 4.5(b). The lump sum payment under this Section 4.9(b) shall
be in lieu of any other SERP Benefit hereunder and neither the Participant nor any Spouse or
Beneficiary of the Participant shall be entitled to any other payment pursuant to this Plan
or the Participation Agreement following a lump sum payment under this Section 4.9(b). An
election pursuant to this Section 4.9(b) must be made within 30 days after the date an
individual becomes a Participant in the Plan; provided, however, that Participants in the
Plan as of January 1, 2007 shall have until December 31, 2007, in accordance with the
transition rules under Section 409A of the Code and Internal Revenue Service Notice 2006-79,
to make such an election provided that the election may apply only to amounts that would



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not
otherwise be payable in 2007 and may not cause an amount to be paid in 2007 that would not
otherwise be payable in 2007.




     (c) Involuntary Termination. If a Participant is terminated prior to his or
her Normal Retirement Date by the Company involuntarily and not due to Cause (an
“Involuntary Termination”), (i) three years shall be added to the Participant’s age and
Service for purposes of determining the Participant’s eligibility for an Early Retirement
Benefit under Section 4.2 and (ii) three years shall be added to the Participant’s age for
purposes of determining the amount of the Participant’s Early Retirement Benefit under
Section 4.8. In addition, if a Participant has an Involuntary Termination, the SERP Benefit
shall be payable in a lump sum (equal to the Actuarial Equivalent of the monthly annuity
benefits otherwise payable) and shall be paid as soon as practicable after the Participant’s
termination, but in no event prior to the date following separation from service which
complies with the requirements of Section 409A of the Code.
Furthermore, the lump sum payment under this Section 4.9(c) shall be in lieu of any
other SERP Benefit hereunder and neither the Participant nor any Spouse or Beneficiary of
the Participant shall be entitled to any other payment pursuant to this Plan or the
Participation Agreement following a lump sum payment under this Section 4.9(c).



     4.10 Offsets. Notwithstanding anything herein to the contrary, all benefits paid
under this Plan shall be offset by other Employer provided defined benefit retirement benefits, if
any, paid or payable to a Participant or that would have been payable to the Participant except for
an award of the benefit to an alternate payee pursuant to a domestic relations order qualified
under Code Section 414(p) or other applicable law. For purposes of this Plan, any SERP Benefit
that is completely offset under this Section 4.10 or Section 4.6 shall be deemed to have commenced
on the date it would have first become payable in the absence of any reductions.



     4.11 Conditions for Payment of Benefits. Notwithstanding anything herein to the contrary,
benefits payable under this Plan shall be paid to a Participant only if the Participant abides by
the confidentiality and noncompete provisions of such Participant’s employment agreement and
severance agreement, as applicable.



     4.12 Beneficiary Designations. For Participants who do not have a Spouse, as defined in
Section 1.3(y), the person or persons to whom the benefits under this Plan are to be paid upon a
Participant’s death shall be the person or persons designated by the Participant to receive
benefits under the procedure established by the Committee for designating Beneficiaries. In the
event no valid designation of a Beneficiary exists at the time of a Participant’s death, the
benefit provided for in this Section shall be payable to the Participant’s surviving spouse or, if
no surviving spouse, to the Participant’s estate. This provision enabling each Participant to
designate one or more Beneficiaries shall constitute a nontestamentary payment provision covered by
Section 450 of the Texas Probate Code. Any payment made by the Employer in good faith and in
accordance with the provision of this Plan shall fully discharge the Employer from all further
obligations with respect to such payment.



     4.13 Payments to Minors and Incompetents. Should the Participant become incompetent or
should the Participant designate a Beneficiary who is a minor or incompetent, the Employer shall be
authorized to pay such funds to a parent or guardian of the estate of such



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minor or incompetent, or
directly to such minor or incompetent, whichever manner the Committee shall determine in its sole
discretion.




     4.14 Withholding of Taxes. The Employer paying benefits hereunder shall deduct from the
amount of all benefits paid under the Plan any taxes required to be withheld by the federal or any
state or local government.



SECTION 5

SOURCE OF BENEFITS




     5.1
Benefits Payable From General Assets. Amounts payable hereunder shall be paid exclusively from the general assets of the Employer, and
no person entitled to payment hereunder shall have any claim, right, security interest or other
interest in any fund, trust, account, insurance contract or asset of the Employer that may be
looked to for such payment. The Employer’s liability for the payment of benefits hereunder shall
be evidenced only by this Plan.



SECTION 6

RIGHTS OF PARTICIPANTS




     6.1 Limitation of Rights. Nothing in this Plan or the Participation Agreement shall be
construed to:




     (a) Limit in any way the right of the Employer to terminate a Participant’s employment
with the Employer at any time;




     (b) Give a Participant or any other person any interest in any fund or in any specific
asset or assets of the Employer; or




     (c) Be evidenced of any agreement of understanding, express or implied, that the
Employer will employ a Participant in any particular position or at any particular rate of
remuneration.



     6.2 Nonalienation of Benefits. No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge the same will be void. No right or
benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities
or torts of the person entitled to such benefits. In the event of a divorce, if a court awards
benefits payable under this Plan to the Participant’s spouse, the Committee may authorize payment
of such benefits to the spouse; provided, however, in no event shall an Employer be obligated to
pay a benefit under the Plan in an amount or form to which the Participant and/or survivor is not
otherwise entitled under the terms and conditions of the Plan. If any Participant, Spouse or
Beneficiary hereunder shall become bankrupt or attempt to anticipate, alienate, assign, sell,
pledge, encumber or charge any right of benefit hereunder, or if any creditor shall attempt to
subject the same to a writ of garnishment, attachment, execution, sequestration or any other form
of process or involuntary lien or seizure, then such right or benefit shall be held by the Employer
for the sole benefit of the Participant, Spouse or Beneficiary, his or her spouse, children or
other



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dependents, or any of them in such manner and in such proportion as the Committee shall deem
proper, free and clear of the claims of any other party whatsoever.




     6.3 Prerequisites to Benefits. No Participant, or any person claiming through a
Participant, shall have any right or interest in the Plan or any benefits hereunder unless and
until all the terms, conditions and provisions of the Plan that affect such Participant or such
other person shall have been complied with as specified
herein. The Participant shall complete such forms and furnish such information as the Committee
may require in the administration of the Plan.



SECTION 7

CLAIM PROCEDURE




     7.1 Filing Original Claim. Any person who believes he has been wrongfully denied benefits
under the Plan may submit a written claim for benefits to the Committee. If any portion of the
claim for benefits is denied, the Committee shall give notice stating the reason for the denial, a
reference to the Plan provision, regulation, procedure, determination or other matter on which the
denial was based, a description of any additional information or materials necessary to complete
the claims procedure, and an explanation of this review procedure. This notice shall be sent to
the address stated on the Employee’s claim within a reasonable period of time after receipt of
claim.



     7.2 Appeal to Committee. Any Employee, or former Employee, or Spouse or Beneficiary of
either, who has been denied a benefit under the Plan by a decision of the Committee shall be
entitled to request the Committee to give further consideration to his claim by filing with the
Committee a written request for a review of the decision of denial. Such request, together with a
written statement of the reasons why the claimant believes his claim should be allowed, shall be
filed with the Committee no later than 60 days after receipt of the written notification of the
denial of the claim for benefits. The Committee shall consider a claim as promptly as practicable
and will attempt to make its decision within 60 days of receipt of the request for review, and no
later than 120 days after the date.



SECTION 8

MISCELLANEOUS




     8.1 Amendment or Termination of the Plan. The Board may, in its sole discretion,
terminate, suspend or amend the Plan at any time or from time to time, in whole or in part. In
addition, the Committee may amend the Plan by its own action, provided that such amendment is
permissible under the authority granted to the Committee by the Board as set forth in the
Committee’s charter. Any such amendment or termination shall not, however, without the written
consent of the affected Participant, adversely affect the rights of a Participant with respect to
any benefits which the Participant is or may become entitled to receive under the terms of the
Participation Agreement, whether or not then vested.



     8.2 Parachute Payment Limitation. Notwithstanding any contrary provision of the Plan,
the Committee may provide in the Participation Agreement or in any other agreement with the
Participant for a limitation on the acceleration of vesting and payment of benefits under this



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Plan
to the extent necessary to avoid or mitigate the impact of the golden parachute excise tax under
Section 4999 of the Code on the Participant, or may provide for a supplemental payment (a “gross-up
payment”) to be made to the Participant as necessary to offset or mitigate the impact
of the golden parachute excise tax on the Participant. If, and only if, neither the
Participation Agreement nor any other agreement with the Participant contains any contrary
provision regarding the method of avoiding or mitigating the impact of the golden parachute excise
tax under Section 4999 of the Code on the Participant, then, notwithstanding any contrary provision
of this Plan, the aggregate present value of all parachute payments payable to or for the benefit
of a Participant, whether payable pursuant to this Plan or otherwise, shall be limited to three
times the Participant’s base amount less one dollar and, to the extent necessary the payment of
benefits under this Plan shall be reduced. For purposes of this Section 8.2, the terms “parachute
payment,” “base amount” and “present value” shall have the meanings assigned thereto under Section
280G of the Code. It is the intention of this Section 8.2, in the absence of any agreement with
the Participant to the contrary, to avoid excise taxes on the Participant under Section 4999 of the
Code or the disallowance of a deduction to the Company pursuant to Section 280G of the Code.




     8.3 Reliance Upon Information. The Board and the Committee may rely upon any information
supplied to them by an officer of the Employer, the Employer’s legal counsel or by the Employer’s
independent public accountants in connection with the administration of the Plan, and shall not be
liable for any decision or action in reliance thereon.



     8.4 Governing Law. The place of administration of the Plan shall be conclusively deemed to
be within the state of Texas, and the validity, construction, interpretation and effect of the Plan
and all rights of any and all persons having or claiming to have any interest in the Plan shall be
governed by the laws of the state of Texas to the extent such laws are not preempted by federal
law.



     8.5 Severability. All provisions herein are severable, and in the event any one of them
shall be held invalid by any court of competent jurisdiction, the Plan shall be interpreted as if
such invalid provision was not contained herein.



     8.6 Headings. The headings of the sections of this Plan are inserted for convenience only
and shall not be deemed to constitute a part of this Plan.



     8.7 Word Usage. Words used in the masculine shall apply to the feminine where
applicable and vice versa, and wherever the context of the Plan dictates, the plural shall be read
as the singular and the singular as the plural. The words “herein,” “hereof,” “hereinafter” and
other conjunctive uses of the word “here” shall be construed as reference to another portion of
this Plan document. The terms “Section” or “Article,” when used as a cross-reference, shall refer
to other Sections or Articles contained in the Plan and not to another instrument, document or
publication unless specifically stated otherwise.



     8.8
Nonwaiver. Failure on the part of any party in any one or more instances to enforce any of its rights that
arise in connection with this Plan, or to insist upon the strict performance of any of its terms,
conditions, or covenants of this Plan, shall not be construed as a



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waiver or a relinquishment for
the future of any such rights, terms, conditions or covenants. No waiver of any condition of this
Plan shall be valid unless it is in writing.




     8.9 Plan on File. The Employer shall place this Plan on file in the office of its
principal place of business.



     8.10 Notices. Any notices to be given hereunder by either party to the other may be
effected either by personal delivery in writing or by mail, registered or certified, postage
prepaid, with return receipt requested. Notices delivered personally shall be deemed communicated
as of actual receipt. Mailed notices shall be deemed communicated as of three (3) days after
mailing.



     8.11 Section 409A. Notwithstanding any provision of the Plan or a Participation Agreement
to the contrary, the following provisions shall apply for purposes of complying with Section 409A
of the Code and applicable Treasury authorities (“Section 409A”):




     (a) If the Participant is a “specified employee,” as such term is defined in Section
409A and determined as described below, any payments or benefits to be paid or provided as a
result of the Participant’s termination of employment (other than death or Disability) shall
not be paid or provided before the earlier of (i) the date that is six months after the
Participant’s termination of employment, (ii) the date of the Participant’s death, or (iii)
the date that otherwise complies with the requirements of Section 409A. With respect to
payments due hereunder, this Section 8.11(a) shall be applied by accumulating all payments
that otherwise would have been paid within six months of the Participant’s termination of
employment and paying such accumulated amounts at the earliest date which complies with the
requirements of Section 409A. A Participant shall be a “specified employee” for the
twelve-month period beginning on April 1 of a year if the Participant is a “key employee” as
defined in Section 416(i) of the Code (without regard to Section 416(i)(5)) as of December
31 of the preceding year.




     (b) If any provision of the Plan or Participation Agreement would result in the
imposition of an applicable tax under Section 409A, the Participant and the Employer agree
that such provision will be reformed to avoid imposition of the applicable tax and no action
taken to comply with Section 409A shall be deemed to adversely affect the Participant’s
rights or benefits hereunder.

Executed
this 21st day of March, 2007, but effective as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	PRIDE INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 /s/
W. Gregory Looser

	 	 	 	By:	 	/s/ Louis A. Raspino
 	 	 
	 
 W.
Gregory Looser

	 	 	 	 	 	 

Louis A. Raspino
	 	 
	Secretary

	 	 	 	 	 	President and Chief Executive Officer	 	 











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PRIDE INTERNATIONAL, INC.




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




(As Amended and Restated Effective January 1, 2007)




APPENDIX A




Actuarial Equivalent




     This Appendix A forms part of the Pride International, Inc. Supplemental Executive Retirement
Plan, as amended and restated effective January 1, 2007 (the “Plan”). Terms used in this Appendix
A shall have the meanings ascribed to them in the Plan, unless the context clearly indicates
otherwise. The provisions of this Appendix A govern the interest rate assumption and applicable
mortality table assumptions under the definition of “Actuarial Equivalent” in Section 1.3(a) of the
Plan, as permitted under such section, as follows:


The applicable mortality table shall be the 1994 Group Annuity Reserving Table (94 GAR) assuming
50% males and 50% females, and the interest rate assumption shall be as defined in Section
417(e)(3)(A)(ii)(II) of the Code for the third month prior to the beginning of the calendar quarter
in which the benefits commence.





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