exv10w2



 






EMPLOYMENT/NON-COMPETITION/

CONFIDENTIALITY AGREEMENT




SECOND AMENDMENT




     WHEREAS, Pride International, Inc. (the “Company”) and John R. Blocker, Jr. (“Executive”) are
parties to the Employment/Non-Competition/Confidentiality Agreement (the “Agreement”) dated October
15, 1998; and



     WHEREAS, the Company and Executive desire to amend the Agreement to make certain changes; and



     WHEREAS, Section 6.07 of the Agreement provides that the Agreement may be amended only by the
written agreement of the parties.



     NOW, THEREFORE, the parties agree to amend the Agreement, effective as of the date fully
executed by both parties as set forth on the signature page below:



     1. Section 2.03 of the Agreement is hereby amended to read as follows:




“OFFICE/POSITION/TITLE. The office, position and title for which the
Executive is employed is that of Executive Vice President of Operations of
the Company and carries with it such duties, responsibilities, rights,
benefits and privileges as may reasonably be assigned to the Executive that
are customary and usual for such position at the Company.”



     2. Section 3.05(a) of the Agreement is amended by substituting the phrase “two (2) full years
of his base salary” for the phrase “one (1) full year of his base salary”.



     3. Section 3.05(b) of the Agreement is amended by substituting the phrase “two (2) full years
following the Date of Termination” for the phrase “one (1) full year following the Date of
Termination”.



     4. Section 3.05(c) of the Agreement is amended by substituting the phrase “amount equal to two
(2) times the target award for the Executive under the Company’s annual bonus plan” for the phrase
“amount equal to the target award for the Executive under the Company’s annual bonus plan”.



 









 





     5. The second sentence of Section 3.05(f) of the Agreement is amended in its entirety to read
as follows:




“If the Executive dies during the term of coverage, all such benefits will
be provided for a term of two (2) years (or three (3) years if after a
Change in Control) after the date of death of the Executive.”



     6. The first sentence of Section 4.01 of the Agreement is amended in its entirety to read as
follows:




“Upon any Change in Control the Employment Period shall be immediately and
without further action extended for a term of three (3) 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 three (3) years after the
Change in Control.”



     7. Section 4.02 of the Agreement is hereby amended in its entirety to read as follows:





“CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event the
Executive is terminated within three (3) years following a Change in
Control, the Executive 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 three (3) years (instead of two
(2) years).
	 
	 	b.  	Life, health, accident and disability insurance
specified in Section 3.05b. will be provided until (i) Executive
becomes reemployed and receives similar benefits from a new employer,
or (ii) three (3) years after the Date of Termination, whichever is
earlier.
	 
	 	c.  	An amount equal to three (3) times the maximum award
that the Executive 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.  	All other rights and benefits specified in Section
3.05.”





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     8. Section 4.03 of the Agreement is hereby amended by substituting the phrase “voluntarily
resigns his employment within twelve (12) months after a Change in Control” for the phrase
“voluntarily resigns his employment within six (6) months after a Change in Control”.



     IN WITNESS WHEREOF, Executive has hereunto set his hand and the Company has caused these
presents to be executed in its name and on its behalf.


	 	 	 	 	 
	 	EXECUTIVE



 

 	 
	Date: January 17, 2005 	/s/   John R. Blocker, Jr.
 	 
	 	John R. Blocker, Jr. 	 
	 	 	 
	 



	 	 	 	 	 
	 	PRIDE INTERNATIONAL, INC.



 

 	 
	Date: January 19, 2005 	By:  	/s/  Paul Bragg
 	 
	 	 	Paul Bragg 	 
	 	 	President & Chief Executive Officer 	 
	 




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