exv10w5



 




EXHIBIT 10.5



PRIDE INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




PARTICIPATION AGREEMENT




          THIS PARTICIPATION AGREEMENT (this “Participation Agreement”), entered into effective as of
the date fully executed by both parties as set forth on the signature page below (the “Effective
Date”), by and between Pride International, Inc. (the “Company”), and Lonnie D. Bane (the
“Executive”);



WITNESSETH:




          WHEREAS, the Company has established the Pride International, Inc. Supplemental Executive
Retirement Plan, as amended and restated effective May 18, 2004 (the “Plan”), to generally assist
the Company and its Affiliates in retaining, attracting and providing a retirement benefit to
certain selected salaried officers and other key management employees; and



          WHEREAS, the Company and the Executive have entered into an employment agreement, effective as
of June 1, 2004 (the “Employment Agreement”); and



          WHEREAS, the Committee has selected the Executive for participation in the Plan as more fully
described herein; and



          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the Company and the Executive agree to the form of this Participation Agreement as follows:



          1. Reference to Plan. Terms not otherwise defined herein shall have the same meaning
as ascribed thereto in the Plan. This Participation Agreement is being entered into in accordance
with and subject to all of the terms, conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by the Committee and are still in
effect on the date hereof. The Executive acknowledges he has received a copy of, and is familiar
with the terms of, the Plan which are hereby incorporated herein by reference.



          2. Benefit Percentage. As of the Effective Date and subject to the forfeiture and
vesting requirements of the Plan as supplemented by this Participation Agreement, the Executive is
a Participant in the Plan and is entitled to a SERP Benefit equal to 50% of Final Annual Salary, as
described in Section 4 of the Plan, subject to the applicable reduction factor as set forth in
Section 4.8 of the Plan for payments provided before Executive’s Normal Retirement Date.



          3. Vesting. The Executive’s contingent right to receive the SERP Benefit shall vest
on the dates and in the percentages as set forth below; provided, however, that in the event of the
Executive’s “Termination” (as defined in the Employment Agreement) the benefits payable under the
Plan shall be fully vested:



 









 





	 	 	 	 	 
	Date	 	Percentage Vested
	January 1, 2006

	 	 	20	%
	 
	 	 	 	 
	January 1, 2007

	 	 	40	%
	 
	 	 	 	 
	January 1, 2008

	 	 	60	%
	 
	 	 	 	 
	January 1, 2009

	 	 	80	%
	 
	 	 	 	 
	January 1, 2010

	 	 	100	%





Except for the amount of the benefit payable being reduced to the applicable Percentage Vested set
forth above, any benefit payable under this paragraph 3 shall be payable on all of the same terms
and conditions, including timing, set forth in the Plan for a Early or Normal Retirement Benefit,
as applicable.




          4. Early Retirement. In the event that the Executive terminates employment after
attaining age 55, the Executive shall be deemed to have met the Service requirement for purposes of
determining eligibility for an Early Retirement Benefit as provided in Section 4.2 of the Plan.



           5. Change in Control. To the extent the Executive is entitled to a supplemental
payment (a “gross up payment”) to be made pursuant to the Employment Agreement to the Executive as
necessary to offset or mitigate the impact of the golden parachute excise tax on the Executive,
such provision shall control with respect to any benefit paid to the Executive pursuant to Section
4.4 of the Plan.



           6. Retiree Medical Benefits. As of the date the Executive terminates employment with
any vested right to a SERP Benefit pursuant to the terms of the Plan and this Participation
Agreement, whether or not the SERP Benefit commences on termination, the Executive shall be deemed
to have satisfied the eligibility requirements to be a qualifying retiree for retiree medical and
dental benefits. For this purpose, and regardless whether at such time the Company makes retiree
medical and dental coverage available to employees generally, retiree medical and dental coverage
shall be provided until the Executive’s death, shall extend to the Executive, his spouse (if any)
as of the date of termination of employment, and his eligible dependents who were covered under the
Company’s group health plan as of the date of termination of employment (“Eligible Dependents”),
and shall be at least as favorable as the group medical and dental coverage offered to employees of
the Company who serve in an executive capacity; provided, however, that coverage shall (i) be
suspended during any period the Executive is eligible for and covered by other group medical
coverage provided by another employer, (ii) at such time as the Executive or the Executive’s
spouse, as applicable, becomes eligible for and covered by Medicare, be converted to Medicare
Supplement coverage (providing coverage for deductibles and coinsurance in excess of coverage under
Medicare Part A and B or any successor to such parts), and (iii) terminate with respect to Eligible
Dependents, other than the Executive’s spouse, at such time as the Eligible Dependents are no
longer eligible for coverage under the terms of the group medical plan maintained for active
executives of the Company. The Executive shall be responsible for the payment of the applicable
premiums for the cost of coverage at the same rate paid by active employees of the Company who
serve in an executive capacity. This eligibility shall commence at the time of the Executive’s
termination of



-2-









 




employment or, if later, upon the expiration of continued health insurance coverage as
provided under the Employment Agreement.




          7. Tax Withholding. The Executive agrees that the payor of the Plan benefit may take
whatever steps the payor, in its sole discretion, deems appropriate or necessary to satisfy state
and federal income tax, social security, Medicare, other tax withholding obligations arising out of
the benefits payable under this Participation Agreement.



           8. Status of Participation Agreement. The benefits payable under this Participation
Agreement shall be independent of, and in addition to, any other agreement relating to the
Executive’s employment that may exist from time to time between the parties hereto, or any other
compensation payable by the Employer to the Executive, whether salary, bonus or otherwise. This
Participation Agreement shall not be deemed to constitute a contract of employment between the
parties hereto, nor shall any provision hereof, except as expressly stated, restrict the right of
the Employer to discharge the Executive or restrict the right of the Executive to terminate the
Executive’s employment.



           9. Entire Agreement. This Participation Agreement and the Plan constitute the entire
understanding between the parties hereto with respect to the subject matter hereof, and all
promises, representations, understandings, arrangements and prior agreements, including any
agreements under the Prior Plan, are superseded in their entirety by this Participation Agreement
and the Plan. The terms and conditions of this Participation Agreement and the Plan supersede
Sections 3.05(d) and (f) of the Employment Agreement or any such other successor provisions and
Sections 3.05(d) and (f) of the Employment Agreement are not applicable to any benefit under the
Plan. This Participation Agreement may be amended, modified or terminated, in whole or in part, at
any time by a written instrument executed by both parties hereto. Notwithstanding anything to the
contrary in the Plan, this Participation Agreement may set forth specific terms or provisions
modifying the terms of the Plan with respect to the Executive, and the terms of this Participation
Agreement shall be controlling.



           10. Severability. If, for any reason, any provision of this Participation Agreement
is held invalid, in whole or in part, such invalidity shall not affect any other provision of this
Agreement not so held invalid, and each such other provision shall to the full extent consistent
with law continue in full force and effect. If this Agreement or any portion thereof conflicts
with any law or regulation governing the activities of the Employer, this Participation Agreement
or appropriate portion thereof shall be deemed invalid and of no force or effect.



           11. Governing Law. This Participation Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.



-3-









 





          IN WITNESS WHEREOF, the parties have executed this Participation Agreement (in multiple
copies) as of the date set forth below.



	 	 	 	 	 	 	 	 	 
	 	 	PRIDE INTERNATIONAL, INC.
	 
	 	 	 	 	 	 	 	 
	 	 	By	 	/s/ Paul A. Bragg	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Paul A. Bragg	 	 
	ATTEST:	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ W. Gregory Looser

	 	 	 	Date:
	 	January 28, 2005	 	 
	 

	 	 	 	 	 	 	 	 
	W. Gregory Looser
	 	 	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Lonnie D. Bane	 	 
	 	 	 	 	 	 	 
	 	 	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	Date:
	 	January 28, 2005	 	 
	

	 	 	 	 	 	 	 	 







-4-