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PRIDE INTERNATIONAL, INC.




EMPLOYMENT/NON-COMPETITION/

CONFIDENTIALITY AGREEMENT




CARLOS ETCHEVERRY




 









 








EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY AGREEMENT




	 	 	 
	DATE:

	 	The date of execution set forth below.
	 
	 	 
	COMPANY/EMPLOYER:

	 	Pride International, Inc.,
	

	 	a Delaware corporation
	

	 	5847 San Felipe, Suite 3300
	

	 	Houston, Texas 77057
	 
	 	 
	EMPLOYEE:

	 	Carlos Etcheverry
Viamonte 1133
— 7th Pisa

1053 N Capital Federal

Argentina






          This Employment/Non-Competition/Confidentiality Agreement by and between Pride International,
Inc. (the “Company” and as further defined below) and Carlos Etcheverry (“Employee”), effective as
of the date fully executed by both parties as set forth on the signature page below (the
“Agreement”), is made on the terms as herein provided.



PREAMBLE




          WHEREAS, the Company wishes to attract and retain well-qualified employees and key personnel
and to assure itself of the continuity of its management;



          WHEREAS, the Company recognizes that Employee will serve as a valuable resource of the
Company, and the Company desires to be assured of the continued services of Employee;



          WHEREAS, the Company desires to obtain assurances that Employee will devote his best efforts
to his employment with the Company and will not enter into competition with the Company in its
business as now conducted and to be conducted, or solicit customers or other employees of the
Company to terminate their relationships with the Company;



          WHEREAS, Employee will serve as a key employee of the Company, and he acknowledges that his
talents and services to the Company are of a special, unique, unusual and extraordinary character
and are of particular and peculiar benefit and importance to the Company;



          WHEREAS, the Company is concerned that in the event of a possible or threatened Change in
Control (as defined below) of the Company, Employee may feel insecure, and therefore the Company
desires to provide security to Employee in the event of a Change in Control;



          WHEREAS, the Company further desires to assure Employee that if a possible or threatened
Change in Control should arise and Employee should be involved in deliberations or



 









 





negotiations in connection therewith, Employee would be in a secure position to consider and
participate in such transaction as objectively as possible in the best interests of the Company and
to this end desires to protect Employee from any direct or implied threat to his financial
well-being by a Change in Control;




          WHEREAS, Employee is willing to continue to serve the Company but desires assurances that in
the event of such a Change in Control he will continue to have the employment status and
responsibilities he could reasonably expect absent such event and, that in the event this turns out
not to be the case, he will have fair and reasonable severance protection on the basis of his
service to the Company to that time;




          WHEREAS, different factors impact the Company and Employee under circumstances of regular
employment between the Company and Employee when there is no threat of Change in Control and/or
none has occurred, as opposed to circumstances under which a Change in Control is rumored,
threatened, occurring or has occurred. For this reason, the Agreement deals with the regular
employment of Employee under circumstances whereby no Change in Control is threatened, occurring or
has occurred (“Regular Employment”) and it deals with circumstances whereby a Change in Control is
threatened, occurring or has occurred. The Agreement deals with matters impacting both Regular
Employment and employment following a Change in Control, including non-competition and
confidentiality; and



          WHEREAS, Employee is willing to enter into and carry out the non-competition and
confidentiality obligations and covenants set forth herein in consideration of the Agreement.



AGREEMENT




          NOW, THEREFORE, Employee and the Company (together the “Parties”) agree as follows:




	I.  	PRIOR AGREEMENTS/CONTRACTS






	 	1.01  	PRIOR AGREEMENTS. Employee represents and warrants to the Company that (i) he
has no continuing non-competition agreements with any prior employers that have not
been disclosed in writing to the Company and (ii) neither the execution of the
Agreement by Employee or the performance by Employee of his obligations under the
Agreement will result in a violation or breach of, or constitute a default under the
provisions of any contract, agreement or other instrument to which Employee is or was a
party.






	II.  	DEFINITION OF TERMS






	 	2.01  	COMPANY. Company means Pride International, Inc., a Delaware corporation, as
the same presently exists, as well as any and all successors, regardless of the nature
of the entity or the state or nation of organization, whether by reorganization,
merger, consolidation, absorption or dissolution. For the purpose of the Agreement,
Company includes all subsidiaries and affiliates of the Company to the extent such
subsidiary and/or affiliate is carrying on any portion




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	 	  	of the business of the Company or a business similar to that being conducted by the
Company.






	 	2.02  	EXECUTIVE/OFFICER/EMPLOYEE. Executive/Officer/Employee means Carlos
Etcheverry.
	 
	 	2.03  	OFFICE/POSITION/TITLE. The Office, Position and Title for which the Employee
is employed is that of Vice President – E and P Services of the Company and carries
with it such duties, responsibilities, rights, benefits and privileges as may
reasonably be assigned to the Employee as are customary and usual for such position.
	 
	 	2.04  	EFFECTIVE DATE. The Agreement becomes effective and binding as of the date the
Agreement is fully executed by both parties as set forth on the signature page below.
	 
	 	2.05  	CHANGE IN CONTROL. The term “Change in Control” of the Company shall mean, and
shall be deemed to have occurred on the date of the first to occur of any of the
following:






	 	a.  	there occurs 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 1 of Form 8(k) promulgated under the Securities
Exchange Act of 1934 as in effect on the date of the Agreement, or if neither
item remains in effect, any regulations issued by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 which serve similar
purposes;
	 
	 	b.  	any “person” (as such term is used in Sections 12(d) and
14(d)(2) of the Securities Exchange Act of 1934) 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;
	 
	 	c.  	the individuals who were members of the Board of Directors of
the Company (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 of Directors following such election;
	 
	 	d.  	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; or
	 
	 	e.  	the Company shall have (i) sold, transferred or exchanged all,
or substantially all, of its assets to another corporation or other entity or




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	 	   	person or (ii) sold, transferred or exchanged all, or substantially all, of
its assets associated with the Company’s E and P Services division to
another corporation or other entity or person while Employee is primarily
assigned to perform services for such division.






	 	2.06  	TERMINATION. The term “Termination” shall mean termination of the employment
of Employee with the Company (including death and disability (as described below)) for
any reason other than cause (as described below) or voluntary resignation (as described
below). Termination includes “Constructive Termination” as described below.
Termination includes termination at the end of any “Employment Period” (as hereinafter
defined) due to non-renewal or failure to extend this Agreement for any reason except
for cause.






	 	a.  	The term “disability” means physical or mental incapacity
qualifying Employee for a long-term disability under the Company’s long-term
disability plan. If no such plan exists on the Effective Date, the term
“disability” means physical or mental incapacity as determined by a doctor
jointly selected by Employee and the Board of Directors of the Company
qualifying Employee for long-term disability under reasonable employment
standards.
	 
	 	b.  	The term “cause” means: (i) the willful and continued failure
of Employee substantially to perform his duties with the Company (other than
any failure due to physical or mental incapacity) after a demand for
substantial performance is delivered to him by the Board of Directors which
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 Company, or (iii) material violation of the
covenant not to compete (except after termination after Change in Control as
discussed herein). No act or failure to act by Employee 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. The unwillingness of Employee to accept any or all of a change
in the nature or scope of his position, authorities or duties, a reduction in
his total compensation or benefits, or other action by or at request of the
Company in respect of his position, authority, or responsibility that is
contrary to this Agreement, may not be considered by the Board of Directors to
be a failure to perform or misconduct by Employee. Notwithstanding the
foregoing, Employee shall not be deemed to have been terminated for cause for
purposes of the Agreement unless and until there shall have been delivered to
him a copy of a resolution, duly adopted by a vote of three-fourths of the
entire Board of Directors of the Company at a meeting of the Board of Directors
called and held (after reasonable notice to Employee and an opportunity for
Employee and his counsel to be heard before the Board) for the purpose of
considering whether Employee has been guilty of such a willful failure to
perform or such willful misconduct as justifies termination for cause




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	 	   	hereunder, finding that in the good faith opinion of the Board of Directors
Employee has been guilty thereof and specifying the particulars thereof.
	 
	 	c.  	The term “Constructive Termination” means any circumstance by
which the actions of the Company either reduce or change Employee’s title,
position, duties, responsibilities or authority to such an extent or in such a
manner as to relegate Employee to a position not substantially similar to that
which he held prior to such reduction or change and which would degrade,
embarrass or otherwise make it unreasonable for Employee to remain in the
employment of the Company; and includes a violation by the Company of the
employment provisions and conditions of this Agreement.
	 
	 	d.  	The resignation of Employee shall be deemed “voluntary” if it
is for any reason other than one or more of the following:






	 	(i)  	Employee’s resignation or retirement is
requested by the Company other than for cause;
	 
	 	(ii)  	Any significant adverse change in the nature or
scope of Employee’s position, authorities or duties from those
described in this Agreement;
	 
	 	(iii)  	Any reduction in Employee’s total compensation
or benefits from that provided in the Compensation and Benefits Section
hereof;
	 
	 	(iv)  	The material breach by the Company of any other
provision of this Agreement;
	 
	 	(v)  	Any requirement of the Company that Employee
relocate more than 50 miles from either the primary location from which
Employee rendered his duties as of the Effective Date or downtown
Houston, Texas;
	 
	 	(vi)  	Any action by the Company which would
constitute Constructive Termination; or
	 
	 	(vii)  	Non-renewal or failure to extend any
employment term, contrary to the wishes of Employee.






	   	Termination that entitles Employee to the payments and benefits provided in Section 3.05 or
4.02 hereof shall not be deemed or treated by the Company as the termination of Employee’s
employment or the forfeiture of his participation, award, or eligibility, for the purpose of
any plan, practice or agreement of the Company referred to in the Compensation and Benefits
Section hereof, if, and to the extent that, such benefits are provided under Section 3.05 or
4.02 hereof.






	2.07  	CUSTOMER. The term “Customer” includes all persons, firms or entities that are
purchasers or end-users of services or products offered, provided, developed,




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	 	   	designed, sold or leased by the Company during the relevant time periods, and all
persons, firms or entities which control, or which are controlled by, the same
person, firm or entity which controls such purchase.






	III.  	EMPLOYMENT






	 	3.01  	EMPLOYMENT. From the Effective Date until January 31, 2005, Employee shall be
employed by the Company but shall not serve as an officer or perform similar policy
making functions for the Company. Effective as of February 1, 2005, Employee will
assume the position of Vice President — E and P Services of the Company. Except as
otherwise provided in the Agreement, the Company hereby agrees to continue Employee in
its employ, and Employee hereby agrees to remain in the employ of the Company, for the
Employment Period (as defined below). From February 1, 2005 through the remaining
Employment Period (as defined below), Employee shall exercise such position and
authority and perform such responsibilities as are commensurate with the position of
Vice President — E and P Services of the Company.
	 
	 	3.02  	BEST EFFORTS AND OTHER EMPLOYMENT OBLIGATIONS OF EMPLOYEE; BUSINESS EXPENSES
AND OFFICE AND OTHER SERVICES.






	 	a.  	Employee agrees that he will at all times faithfully,
industriously and to the best of his ability, experience and talents, perform
all of the duties that may be required of and from him pursuant to the express
and implicit terms hereof, to the reasonable satisfaction of the Company.
	 
	 	b.  	Employee shall devote his normal and regular business time,
attention and skill to the business and interests of the Company, and the
Company shall be entitled to all of the benefits, profits or other issue
arising from or incident to all work, services and advice of Employee performed
for the Company. Such employment shall be considered “full time” employment.
Employee shall also have the right to devote such incidental and immaterial
amounts of his time which are not required for the full and faithful
performance of his duties hereunder to any outside activities and businesses
which are not being engaged in by the Company and which shall not otherwise
interfere with the performance of his duties hereunder. Notwithstanding the
foregoing, it shall not be a violation of the Agreement for Employee to (i)
serve on corporate, civic or charitable boards or committees, (ii) deliver
lectures, fulfill speaking engagements or teach at educational institutions and
(iii) manage personal investments, so long as such activities do not
significantly interfere with the performance of Employee’s responsibilities
hereunder. Employee shall have the right to make investments in any business
provided such investment does not result in a violation of the Non-Competition
Section of this Agreement.




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	 	c.  	Employee acknowledges and agrees that Employee owes a fiduciary
duty to the Company. In keeping with these duties, Employee shall make full
disclosure to the Company of all business opportunities pertaining to the
Company’s business and shall not appropriate for Employee’s own benefit
business opportunities concerning the subject matter of the fiduciary
relationship.
	 
	 	d.  	Employee shall not intentionally take any action which he knows
would not comply with United States laws applicable to Employee’s actions on
behalf of the Company, and/or any of its subsidiaries or affiliates, including
specifically, without limitation, the United States Foreign Corrupt Practices
Act, generally codified in 15 USC 78 (the “FCPA”), as the FCPA may hereafter be
amended, and/or its successor statutes.
	 
	 	e.  	During the employment relationship and after the employment
relationship terminates, Employee agrees to refrain from any disparaging
comments about the Company, any affiliates, or any current or former officer,
director or employee of the Company or any affiliate, and Employee agrees not
to take any action, or assist any person in taking any other action, that is
materially adverse to the interests of the Company or any affiliate or
inconsistent with fostering the goodwill of the Company and its affiliates;
provided, however, that nothing in this Agreement shall apply to or restrict in
any way the communication of information by Employee to any state or federal
law enforcement agency or require notice to the Company thereof, and Employee
will not be in breach of the covenant contained above solely by reason of his
testimony which is compelled by process of law. The Company and its
affiliates, officers and directors agree to refrain from any disparaging
comments about Employee; provided, however, that nothing in this Agreement
shall apply to or restrict in any way the communication of information by the
Company and its affiliates, officers and directors to any state or federal law
enforcement agency or require notice to Employee thereof, and the Company and
its affiliates, officers and directors will not be in breach of the covenant
contained above solely by reason of testimony which is compelled by process of
law.
	 
	 	f.  	During the Employment Period, Employee shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred by Employee
in accordance with the most favorable policies, practices and procedures of the
Company as in effect from time to time.
	 
	 	g.  	During the Employment Period, the Company shall furnish
Employee with office space, secretarial assistance and such other facilities
and services as shall be suitable to Employee’s position and adequate for the
performance of Employee’s duties hereunder.




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	 	3.03  	TERM OF EMPLOYMENT. Employee’s Regular Employment will commence on the
Effective Date and will be for a term ending at 12:00 o’clock midnight on January 3,
2007 (the “Employment Period”); thereafter, the Employment Period will be automatically
extended for successive terms of one (1) year commencing on each anniversary of the
Effective Date, unless the Company or Employee gives written notice to the other that
employment will not be renewed or continued after the next scheduled expiration date
which is not less than one (1) year after the date that the notice of non-renewal was
given.
	 
	 	3.04  	COMPENSATION AND BENEFITS. During the Employment Period Employee shall receive
the following compensation and benefits:






	 	a.  	Employee will receive an annual base salary of not less than
$177,000, with the opportunity for increases, from time to time thereafter,
which are in accordance with the Company’s regular executive compensation
practices (the “Annual Base Salary”). The Annual Base Salary will be reviewed
at least annually, but in no event earlier than July 2005.
	 
	 	b.  	Employee will be eligible to participate on a reasonable basis
in annual bonus, stock option and other incentive compensation plans which
provide opportunities to receive compensation in addition to his Annual Base
Salary which are at least equal to the opportunities provided by the Company
for executives with comparable duties.
	 
	 	c.  	Employee will be entitled to receive and participate in
employee benefits (including, but not limited to, medical, life, health,
accident and disability insurance and disability benefits) and perquisites
which are at least equal to those provided by the Company to executives with
comparable duties.
	 
	 	d.  	Employee will receive paid vacation days each year to the same
extent as provided to executives with comparable duties.
	 
	 	e.  	Employee shall receive a monthly automobile allowance in an
amount not less than $750.00.
	 
	 	f.  	Employee will participate, or if dependent on Employee’s
election, will be eligible to participate in all other executive incentive
stock and benefit plans approved and offered by the Company.






	 	3.05  	TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the
contrary, the Company shall have the right to terminate Employee’s employment at any
time during the Employment Period (including any extended term). Should the Company
choose not to renew or extend the Employment Period of the Agreement or choose to
terminate Employee during, or at the end of, the Employment Period, or in the event of
death or disability of Employee, if the termination is not after a Change in Control
and is not for cause, the Company shall, within thirty (30) days following such
termination, pay or




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	 	   	provide to Employee (or his Executor, Administrator or Estate in the event of death,
as soon as reasonably practical):






	 	a.  	An amount equal to one (1) full year of his base salary, which
base salary is here defined as twelve (12) times the then current monthly
salary in effect for Employee and all other benefits due him based upon the
salary in effect on the date of Termination (but not less than the highest
annual base salary paid to Employee during any of the three (3) years
immediately preceding his date of Termination). There shall be deducted only
such amounts as may be required by law to be withheld for taxes and other
applicable deductions.
	 
	 	b.  	The Company shall provide to Employee for a period of one (1)
full year following the date of his Termination, life, health, accident and
disability insurance coverages which are not less than the highest benefits
furnished to Employee during the term of this Agreement.
	 
	 	c.  	An amount equal to the target award for Employee under the
Company’s annual bonus plan for the fiscal year in which Termination occurs;
provided, however, that (i) if Employee has deferred his award for such year
under a Company plan, the payment due Employee under this subparagraph shall be
paid in accordance with the terms of the deferral or as specified by Employee
and (ii) if the Company has not specified a target award for such year, the
amount will be equal to fifty percent (50%) of the maximum percentage of
Employee’s Annual Base Salary Employee may be entitled to under the Company’s
annual bonus plan in such year.
	 
	 	d.  	All stock options and awards to which Employee is entitled will
immediately vest and the time for exercising any option will extend for 120
days following such termination of employment, or such later date as shall be
specified in the applicable plan and award agreement; provided, however, that
in no event shall the time for exercising an option extend beyond the original
term of the option.
	 
	 	e.  	The “Compensation and Benefits” section hereof shall be
applicable in determining the payments and benefits due Employee under this
section and if Termination occurs after a reduction in all or part of
Employee’s total compensation or benefits, the lump sum severance allowance and
other compensation and benefits payable to him pursuant to this section shall
be based upon his compensation and benefits before the reduction.
	 
	 	f.  	If any provision of this Section cannot, in whole or in part,
be implemented and carried out under the terms of the applicable compensation,
benefit or other plan or arrangement of the Company because Employee has ceased
to be an actual employee of the Company, due to insufficient or reduced
credited service based upon his actual employment by the Company or because the
plan or arrangement has been






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	 	   	terminated or amended after the Effective Date, or for any other reason, the
Company itself shall pay or otherwise provide the equivalent of such rights,
benefits and credits for such benefits to the Employee, his dependents,
beneficiaries and estate as if Employee’s employment had not been
terminated.
	 
	 	g.  	All life, health, hospitalization, medical and accident
benefits available to Employee’s spouse and dependents shall continue for the
same term as Employee’s benefits. If Employee dies, all benefits will be
provided for a term of one (1) year (or two (2) years if after a Change in
Control) after the date of death of Employee.
	 
	 	h.  	The Company’s obligation under this Section to continue to pay
or provide health care, life, accident and disability insurance to Employee,
Employee’s spouse and Employee’s dependents shall be reduced when and to the
extent any such benefits are paid or provided to Employee by another employer;
provided, however, that Employee shall have all rights, if any, afforded to
retirees to convert group life insurance coverage to the individual life
insurance coverage as, to the extent of, and whenever his group life insurance
coverage under this Section is reduced or expires. Apart from this
subparagraph, Employee shall have and be subject to no obligation to mitigate.
	 
	 	i.  	The Company shall deduct applicable withholding taxes in
performing its obligations under this Section.






	 	   	Nothing in this Section is intended, nor shall be deemed or interpreted, to be an amendment
to any compensation, benefit or other plan of the Company. To the extent the Company’s
performance under this Section includes the performance of the Company’s obligations to
Employee under any other plan or under another agreement between the Company and Employee,
the rights of Employee under such other plan or other agreement, which are discharged under
the Agreement, are discharged, surrendered, or released pro tanto.
	 
	 	3.06  	The Company’s obligation to pay Employee the amounts provided herein shall be
reduced by any statutory severance payment paid to Employee.






	IV.  	CHANGE IN CONTROL






	 	4.01  	EXTENSION OF EMPLOYMENT PERIOD. Upon any Change in Control, the Employment
Period shall be immediately and without further action extended for a term of two (2)
years following the effective date of the Change in Control and will expire at 12:00
o’clock midnight on the last day of the month following two (2) years after the Change
in Control. Thereafter, the Employment Period will be extended for successive terms of
one (1) year each, unless terminated, all in the manner specified in Section 3.03.




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	 	4.02  	CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee is
terminated within two (2) years following a Change in Control, Employee will receive
the payments and benefits specified in the “Termination Without Change in Control”
Section at the same time and in the same manner therein specified except as amended and
modified below:






	 	a.  	The salary and benefits specified in Section 3.05a. will be
paid based upon a multiple of two (2) years (instead of one (1) year).
	 
	 	b.  	Life, health, accident and disability insurance specified in
Section 3.05b. will be provided until (i) Employee becomes reemployed and
receives similar benefits from a new employer or (ii) two (2) years after the
date of Termination, whichever is earlier.
	 
	 	c.  	An amount equal to two (2) times the maximum award that
Employee could receive under the Company’s annual bonus plan for the fiscal
year in which the Termination occurs, instead of the benefits provided in
Section 3.05c hereof.
	 
	 	d.  	Section 3.05d is modified such that the time for exercising any
option will extend to the later of (i) the date that is two (2) years after the
date of the Change in Control or (ii) the date that is 120 days after the date
of Employee’s Termination; provided, however, that in no event shall the time
for exercising an option extend beyond the original term of the option.
	 
	 	e.  	All other rights and benefits specified in Section 3.05.






	 	4.03  	VOLUNTARY RESIGNATION UPON CHANGE IN CONTROL. If Employee voluntarily resigns
his employment within six (6) months after a Change in Control (whether or not the
Company may be alleging the right to terminate employment for cause), he will receive
the same payments, compensation and benefits as if he had had a Termination on the date
of resignation after Change in Control.






	V.  	NON COMPETITION AND CONFIDENTIALITY/PROTECTION OF INFORMATION






	 	5.01  	CONSIDERATION. Employee recognizes that in each of the highly competitive
businesses in which the Company is engaged, the Company’s trade secrets and other
confidential information, along with personal contacts, are of primary importance in
securing and maintaining business prospects, in retaining the accounts and goodwill of
present Customers and protecting the business of the Company. Employee, therefore,
agrees that in exchange for the provision of trade secrets and other confidential
information, he will agree to the non-competition and confidentiality obligations and
covenants outlined in this Section V.
	 
	 	5.02  	NON-COMPETITION. In exchange for the consideration described above in Section
5.01, Employee agrees that during his employment with the Company and




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	 	   	for a period of six (6) months after he is no longer employed by the Company (unless
his employment is terminated after a Change in Control, in which event there will be
no covenant not to compete and the noncompete covenants and obligations herein will
terminate on the date of termination of Employee), Employee will not, directly or
indirectly, either as an individual, proprietor, stockholder (other than as a holder
of up to one percent (1%) of the outstanding shares of a corporation whose shares
are listed on a stock exchange or traded in accordance with the automated quotation
system of the National Association of Securities Dealers), partner, officer,
employee or otherwise:






	 	a.  	work for, become an employee of, invest in, provide consulting
services to or in any way engage in any business which (i) is primarily engaged
in the drilling and workover of oil and gas wells within the geographical area
described in Section 5.02(e) and (ii) actually competes to a substantial extent
with the Company; or
	 
	 	b.  	provide, sell, offer to sell, lease, offer to lease, or solicit
any orders for any products or services which the Company provided and with
regard to which Employee had direct or indirect supervision or control, within
one (1) year preceding Employee’s termination of employment, to or from any
person, firm or entity which was a Customer for such products or services of
the Company during the one (1) year preceding such termination from whom the
Company had solicited business during such one (1) year; or
	 
	 	c.  	solicit, aid, counsel or encourage any officer, director,
employee or other individual to (i) leave his or her employment or position
with the Company, (ii) compete with the business of the Company, or (iii)
violate the terms of any employment, non-competition or similar agreement with
the Company; or
	 
	 	d.  	employ, directly or indirectly, permit the employment of,
contract for services or work to be performed by, or otherwise use, utilize or
benefit from the services of any officer, director, employee or any other
individual holding a position with the Company within two (2) years after the
date of termination of employment of Employee with the Company or within two
(2) years after such officer, director, employee or individual terminated
employment with the Company, whichever period expires earlier; provided
however, Employee can seek written consent from the Company to hire an officer,
director, employee or individual who has terminated employment with the
Company, and Company consent will not be unreasonably withheld.
	 
	 	e.  	The geographical area within which the non-competition
obligations and covenants of the Agreement shall apply is that territory within
two hundred (200) miles of (i) any of the Company’s present offices, (ii) any
of the Company’s present rig yards or rig operations and (iii) any additional
location where the Company, as of the date of any action taken




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	 	   	in violation of the non-competition obligations and covenants of the
Agreement, has an office, a rig yard, a rig operation or definitive plans to
locate an office, a rig operation or a rig yard or has recently conducted
rig operations. Notwithstanding the foregoing, if the two hundred (200)
mile radius extends into another country or its territorial waters and the
Company is not then doing business in that other country, there will be no
territorial limitations extending into such other country.






	 	5.03  	CONFIDENTIALITY/PROTECTION OF INFORMATION. Employee acknowledges that his
employment with the Company will, of necessity, provide him with specialized knowledge
which, if used in competition with the Company, or divulged to others, could cause
serious harm to the Company. Accordingly, Employee will not at any time during or
after his employment by the Company, directly or indirectly, divulge, disclose or
communicate to any person, firm or corporation in any manner whatsoever any information
concerning any matter affecting or relating to the Company or the business of the
Company. While engaged as an employee of the Company, Employee may only use
information concerning any matters affecting or relating to the Company or the business
of the Company for a purpose which is necessary to the carrying out of Employee’s
duties as an employee of the Company, and Employee may not make use of any information
of the Company after he is no longer an employee of the Company. Employee agrees to
the foregoing without regard to whether all of the foregoing matters will be deemed
confidential, material or important, it being stipulated by the parties that all
information, whether written or otherwise, regarding the Company’s business, including,
but not limited to, information regarding Customers, Customer lists, costs, prices,
earnings, products, services, formulae, compositions, machines, equipment, apparatus,
systems, manufacturing procedures, operations, potential acquisitions, new location
plans, prospective and executed contracts and other business arrangements, and sources
of supply, is prima facie presumed to be important, material and confidential
information of the Company for the purposes of the Agreement, except to the extent that
such information may be otherwise lawfully and readily available to the general public.
Employee further agrees that he will, upon termination of his employment with the
Company, return to the Company all books, records, lists and other written, electronic,
typed or printed materials, whether furnished by the Company or prepared by Employee,
which contain any information relating to the Company’s business, and Employee agrees
that he will neither make nor retain any copies of such materials after termination of
employment. Notwithstanding any of the foregoing, nothing in this Agreement shall
prevent Employee from complying with applicable federal and/or state laws.
Notwithstanding any of the foregoing, Employee will not be liable for any breach of
these confidentiality provisions unless the same constitutes a material detriment to
the Company, or due to the nature of the information divulged and the manner in which
it was divulged and the person to whom it was divulged it would likely cause damage to
the Company or constitute a material detriment to the Company.




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	 	5.04  	COMPANY REMEDIES FOR VIOLATION OF NON-COMPETITION OR CONFIDENTIALITY/PROTECTION
OF INFORMATION PROVISIONS. Without limiting the right of the Company to pursue all
other legal and equitable rights available to it for violation of any of the
obligations and covenants made by Employee herein, it is agreed that:






	 	a.  	the skills, experience and contacts of Employee are of a
special, unique, unusual and extraordinary character which give them a peculiar
value;
	 
	 	b.  	because of the business of the Company, the restrictions agreed
to by Employee as to time and area contained in the Agreement are reasonable;
and
	 
	 	c.  	the injury suffered by the Company by a violation of any
obligation or covenant in the Agreement resulting from loss of profits created
by (i) the competitive use of such skills, experience contacts and otherwise
and/or (ii) the use or communication of any information deemed confidential
herein will be difficult to calculate in damages in an action at law and cannot
fully compensate the Company for any violation of any obligation or covenant in
the Agreement, accordingly:






	 	(i)  	the Company shall be entitled to
injunctive relief to prevent violations thereof and prevent
Employee from rendering any services to any person, firm or
entity in breach of such obligation or covenant and to prevent
Employee from divulging any confidential information; and
	 
	 	(ii)  	compliance with the Agreement is
a condition precedent to the Company’s obligation to make
payments of any nature to Employee, subject to the other
provisions hereof.






	 	5.05  	TERMINATION OF BENEFITS FOR VIOLATION OF NON-COMPETITION AND
CONFIDENTIALITY/PROTECTION OF INFORMATION PROVISIONS. If Employee materially violates
the confidentiality/protection of information and/or non-competition obligations and
covenants herein or any other related agreement he may have signed as an employee of
the Company, Employee agrees there shall be no obligation on the part of the Company to
provide any payments or benefits (other than payments or benefits already earned or
accrued) described in Section 3.05 of the Agreement, subject to the provision of
Section 6.01 hereof. There will be no withholding of benefits or payments due to a
violation of the non-competition obligations hereof if the termination occurred after a
Change in Control, and Employee will not be bound by the non-competition provisions if
terminated after a Change in Control.
	 
	 	5.06  	REFORMATION OF SCOPE. If the provisions of the confidentiality and/or
non-competition obligations and covenants should ever be deemed to exceed the time,
geographic or occupational limitations permitted by the applicable law, Employee




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	 	   	and the Company agree that such provisions shall be and are hereby reformed to the
maximum time, geographic or occupational limitations permitted by the applicable
law, and the determination of whether Employee violated such obligation and covenant
will be based solely on the limitation as reformed.






	VI.  	GENERAL






	 	6.01  	ENFORCEMENT COSTS. The Company is aware that upon the occurrence of a Change
in Control, or under other circumstances even when a Change in Control has not
occurred, the Board of Directors or a stockholder of the Company may then cause or
attempt to cause the Company to refuse to comply with its obligations under the
Agreement, or may cause or attempt to cause the Company to institute, or may institute,
litigation seeking to have the Agreement declared unenforceable, or may take, or
attempt to take other action to deny Employee the benefits intended under the
Agreement; or actions may be taken to enforce the non-competition or confidentiality
provisions of the Agreement. In these circumstances, the purpose of the Agreement
could be frustrated. It is the intent of the parties that Employee not be required to
incur the legal fees and expenses associated with the protection or enforcement of his
rights under the Agreement by litigation or other legal action because such costs would
substantially detract from the benefits intended to be extended to Employee hereunder
nor be bound to negotiate any settlement of his rights hereunder under threat of
incurring such costs. Accordingly, if at any time after the Effective Date, it should
appear to Employee that the Company is or has acted contrary to or is failing or has
failed to comply with any of its obligations under the Agreement for the reason that it
regards the Agreement to be void or unenforceable, that Employee has violated the terms
of the Agreement, or for any other reason, or that the Company has purported to
terminate his employment for cause or is in the course of doing so, or is withholding
payments or benefits, or is threatening to withhold payments or benefits, contrary to
the Agreement, or in the event that the Company or any other person takes any action to
declare the Agreement void or unenforceable, or institutes any litigation or other
legal action designed to deny, diminish or to recover from Employee the benefits
provided or intended to be provided to him hereunder, and Employee has acted in good
faith to perform his obligations under the Agreement, the Company irrevocably
authorizes Employee from time to time to retain counsel of his choice at the expense of
the Company to represent him in connection with the protection and enforcement of his
rights hereunder including, without limitation, representation in connection with
termination of his employment or withholding of benefits or payments contrary to the
Agreement or with the initiation or defense of any litigation or any other legal
action, whether by or against Employee or the Company or any director, officer,
stockholder or other person affiliated with the Company, in any jurisdiction. The
Company is not authorized to withhold the periodic payments of attorney’s fees and
expenses hereunder based upon any belief or assertion by the Company that Employee has
not acted in good faith or has violated the Agreement. If the Company subsequently
establishes that Employee was not acting in good faith and has violated the Agreement,
Employee will be liable to the Company for




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	 	   	reimbursement of amounts paid due to Employee’s actions not based on good faith and
in violation of the Agreement. The reasonable fees and expenses of counsel selected
from time to time by Employee hereinabove provided shall be paid or reimbursed to
Employee by the Company, on a regular, periodic basis within thirty (30) days after
presentation by Employee of a statement or statements prepared by such counsel in
accordance with its customary practices, up to a maximum aggregate amount of
$250,000.00.
	 
	 	6.02  	INCOME, EXCISE OR OTHER TAX LIABILITY. Employee will be liable for and will
pay all income tax liability by virtue of any payments made to Employee under this
Agreement, as if the same were earned and paid in the normal course of business and not
the result of a Change in Control and not otherwise triggered by the “golden parachute”
or excess payment provisions of the Internal Revenue Code of the United States, which
would cause additional tax liability to be imposed. If any additional income tax,
excise or other taxes are imposed on any amount or payment in the nature of
compensation paid or provided to or on behalf of Employee, the Company shall “gross-up”
Employee for such tax liability by paying to Employee an amount sufficient so that
after payment of all such taxes so imposed, Employee’s position on an after-tax basis
is what it would have been had no such additional taxes been imposed. Employee will
cooperate with the Company to minimize the tax consequences to Employee and to the
Company so long as the actions proposed to be taken by the Company do not cause any
additional tax consequences to Employee and do not prolong or delay the time that
payments are to be made, or reduce the amount of payments to be made, unless Employee
consents in writing to any delay or deferment of payment.
	 
	 	6.03  	PAYMENT OF BENEFITS UPON TERMINATION FOR CAUSE. If the termination of Employee
is not after a Change in Control and is for cause, the Company will have the right to
withhold all payments other than (i) what is accrued and owing under the terms of any
employee benefit plan maintained by the Company, and (ii) those specified in Section
6.01; provided however, that if a final judgment is entered finding that cause did not
exist for termination, the Company will pay all benefits to Employee to which he would
have been entitled had Employee’s termination not been for cause, plus interest on all
amounts withheld from Employee at the rate specified for judgments under Article
5069-1.05 V.A.T.S. but not less than ten percent (10%) per annum. If the termination
for cause occurs after a Change in Control, the Company shall not have the right to
suspend or withhold payments to Employee under any provision of the Agreement until or
unless a final judgment is entered upholding the Company’s determination that the
termination was for cause, in which event Employee will be liable to the Company for
all amounts paid, plus interest at the rate allowed for judgments under Article
5069-1.05 V.A.T.S.
	 
	 	6.04  	NON-EXCLUSIVE AGREEMENT. The specific arrangements referred to herein are not
intended to exclude or limit Employee’s participation in other benefits available to
Employee or personnel of the Company generally, or to preclude or limit other
compensation or benefits as may be authorized by the Board of




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	 	   	Directors of the Company at any time, or to limit or reduce any compensation or
benefits to which Employee would be entitled but for the Agreement. As provided in
Section 3.06, the Company’s obligation to pay Employee the amounts provided herein
shall be reduced by any statutory severance payment paid to Employee.
	 
	 	6.05  	NOTICES. Notices, requests, demands and other communications provided for by
the Agreement shall be in writing and shall either be personally delivered by hand or
sent by: (i) Registered or Certified Mail, Return Receipt Requested, postage prepaid,
properly packaged, addressed and deposited in the United States Postal System; (ii) via
facsimile transmission if the receiver acknowledges receipt; or (iii) via Federal
Express or other expedited delivery service provided that acknowledgment of receipt is
received and retained by the deliverer and furnished to the sender, if to Employee, at
the last address he has filed, in writing, with the Company, or if to the Company, to
its Corporate Secretary at its principal executive offices.
	 
	 	6.06  	NON-ALIENATION. Employee shall not have any right to pledge, hypothecate,
anticipate, or in any way create a lien upon any amounts provided under the Agreement,
and no payments or benefits due hereunder shall be assignable in anticipation of
payment either by voluntary or involuntary acts or by operation of law. So long as
Employee lives, no person, other than the parties hereto, shall have any rights under
or interest in the Agreement or the subject matter hereof. Upon the death of Employee,
his executors, administrators, devisees and heirs, in that order, shall have the right
to enforce the provisions hereof, to the extent applicable.
	 
	 	6.07  	ENTIRE AGREEMENT; AMENDMENT. The Agreement constitutes the entire agreement of
the Parties with respect of the subject matter hereof. No provision of the Agreement
may be amended, waived, or discharged except by the mutual written agreement of the
Parties. The consent of any other person(s) to any such amendment, waiver or discharge
shall not be required.
	 
	 	6.08  	SUCCESSORS AND ASSIGNS. The Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns, by operation of law or otherwise,
including, without limitation, any corporation or other entity or persons which shall
succeed (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company, and the
Company will require any successor, by agreement in form and substance satisfactory to
Employee, expressly to assume and agree to perform the Agreement. Except as otherwise
provided herein, the Agreement shall be binding upon and inure to the benefit of
Employee and his legal representatives, heirs and assigns; provided, however, that in
the event of Employee’s death prior to payment or distribution of all amounts,
distributions and benefits due him hereunder, if any, each such unpaid amount and
distribution shall be paid in accordance with the Agreement to the person or persons
designated by Employee to the Company to receive such payment or distribution




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	 	   	and in the event Employee has made no applicable designation, to his estate. If the
Company should split, divide or otherwise become more than one entity, all liability
and obligations of the Company shall be the joint and several liability and
obligation of all of the parts.
	 
	 	6.09  	GOVERNING LAW. Except to the extent required to be governed by the laws of the
State of Delaware because the Company is incorporated under the laws of said State, the
validity, interpretation and enforcement of the Agreement shall be governed by the laws
of the State of Texas.
	 
	 	6.10  	VENUE. To the extent permitted by applicable state or federal law, venue for
all proceedings hereunder will be in the U.S. District Court for the Southern District
of Texas, Houston Division.
	 
	 	6.11  	HEADINGS. The headings in the Agreement are inserted for convenience of
reference only and shall not affect the meaning or interpretation of the Agreement.
	 
	 	6.12  	SEVERABILITY. In the event that any provision or portion of the Agreement
shall be determined to be invalid or unenforceable for any reason, the remaining
provisions of the Agreement shall be unaffected thereby and shall remain in full force
and effect.
	 
	 	6.13  	PARTIAL INVALIDITY. In the event that any part, portion or section of the
Agreement is found to be invalid or unenforceable for any reason, the remaining
provisions of the Agreement shall be binding upon the parties hereto, and the Agreement
will be construed to give meaning to the remaining provisions of the Agreement in
accordance with the intent of the Agreement.
	 
	 	6.14  	COUNTERPARTS. The Agreement may be executed in one or more counterparts, each
of which shall be deemed to be original, but all of which together constitute one and
the same instrument.
	 
	 	6.15  	NO WAIVER. No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or provision
of the Agreement shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.




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            IN WITNESS WHEREOF, Employee has hereunto set his hand and, pursuant to the authorization from
its Board of Directors and the Compensation Committee of such Board of Directors, the Company has
caused these presents to be executed in its name and on its behalf.



            EXECUTED in multiple originals and/or counterparts as of the date set forth below.



	 	 	 
	

	 	/s/ Carlos Etcheverry
	

	 	 
	

	 	Carlos Etcheverry
	 
	 	 
	

	 	Date:
January 13, 2005






	 	 	 	 	 	 	 
	ATTEST:	 	 	 	PRIDE INTERNATIONAL, INC.
	 
	 	 	 	 	 	 
	W. Gregory Looser

	 	 	 	By:
	 	/s/ Paul A. Bragg
	 

	 	 	 	 	 	 
	W.Gregory Looser

	 	 	 	 	 	Paul A. Bragg
	Secretary

	 	 	 	 	 	President & Chief Executive Officer
	 
	 	 	 	 	 	 
	

	 	 	 	Date:
	 	January 13, 2005







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