exv10w3






Exhibit 10.3




PRIDE INTERNATIONAL, INC. EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated Effective January 1, 2009)




1. Purpose




          The Pride International, Inc. Employee Stock Purchase Plan (the “Plan”) is designed to
encourage and assist all employees of Pride International, Inc., a Delaware corporation (“Pride”)
and Subsidiaries (as defined in Section 4) (hereafter collectively referred to as the “Company”),
where permitted by applicable laws and regulations, to acquire an equity interest in Pride through
the purchase of shares of common stock, par value $0.01 per share, of Pride (“Common Stock”). It is
intended that this Plan shall constitute an “employee stock purchase plan” within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Any reference to
“shares” herein shall be deemed to include only full (if applicable) shares of Common Stock, unless
the Compensation Committee exercises its discretion to determine otherwise.




2. Administration of the Plan




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




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




3. Nature and Number of Shares




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




          In the event of any reorganization, stock split, reverse stock split, stock dividend,
combination of shares, merger, consolidation, offering of rights or other similar change in the
capital structure of Pride, the Committee may make such adjustment, if any, as it deems appropriate
in the number, kind and purchase price of the shares available for purchase under the




 









 







Plan and in the maximum number of shares which may be issued under the Plan, subject to the
approval of the Board and in accordance with Section 19.




4. Eligibility Requirements




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




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





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




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




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



          “Employee” shall mean any individual employed by Pride or any Subsidiary (as hereinafter
defined). “Subsidiary” shall mean any corporation (a) which is in an unbroken chain of
corporations beginning with Pride if each of the corporations other than the last corporation in
the chain owns stock possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain and (b) which has adopted the
Plan with the approval of the Committee. Effective January 1, 2008, the following Subsidiaries are
participating Subsidiaries: Pride International Management Company LP (PIMC), Pride Offshore, Inc.
(POI), Petroleum International Personnel, Ltd. Pte. (PIPL), International Technical Services LLC
(ITS) and Drilling Labor Services Ltd. Pte. (Drillaser).




5. Enrollment




          Each eligible Employee of Pride or a participating Subsidiary who becomes eligible to
participate in the Plan may enroll in the Plan on the first day of the Purchase Period (as defined
in Section 6) following the date he first meets the eligibility requirements of Section 4. Any
eligible Employee not enrolling in the Plan when first eligible may enroll in the Plan on the first
day any subsequent Purchase Period. Any eligible Employee may enroll or re-enroll in the Plan on
the dates hereinabove prescribed or such other specific dates established by the Committee from
time to time (“Enrollment Dates”). In order to enroll, an eligible Employee must complete, sign
and submit the appropriate form to the person designated by the Committee, all of which may be
accomplished in electronic format in the form and manner established by the Committee.




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6. Method of Payment




          Payment for shares is to be made as of the applicable “Purchase Date” (as defined in Section
9) through payroll deductions on an after-tax basis (with no right of prepayment) over the Plan’s
designated purchase period (the “Purchase Period”), with the first such deduction commencing with
the first payroll period ending after the Enrollment Date. Each Purchase Period under the Plan
shall be a six (6) month period commencing on January 1 or July 1 of each calendar year, or such
other period as the Committee may prescribe. Each participating Employee (hereinafter referred to
as a “Participant”) will authorize such deductions from his pay for each month during the Purchase
Period and such amounts will be deducted in conformity with his employer’s payroll deduction
schedule.




          Each Participant may elect to make contributions each pay period in amounts not less than the
greater of $10 or one percent (1%) of “Compensation,” not to exceed an annual contribution equal to
ten percent (10%) of “Compensation” (or such other dollar amounts and percentages as the Committee
may establish from time to time before an Enrollment Date for all purchases to occur during the
relevant Purchase Period). “Compensation” shall mean the Participant’s base earnings or salary
plus any wages paid for overtime. In establishing other dollar amounts and percentages of
permitted contributions, the Committee may take into account the “Maximum Share Limitation” (as
defined in Section 8). The rate of contribution shall be designated by the Participant in the
enrollment form.




          A Participant may elect to increase or decrease the rate of contribution effective as of the
first day of the Purchase Period by giving prior notice to the person designated by the Committee
in the form and manner approved by the Committee. A Participant may not elect to increase or
decrease the rate of contribution during a Purchase Period. A Participant may suspend payroll
deductions at any time during the Purchase Period, by giving prior notice to the person designated
by the Committee in the form and manner approved by the Committee. If a Participant elects to
suspend his payroll deductions, only the balance of the Participant’s account at the time of such
election shall be used to purchase shares, which shall be accomplished at the end of the Purchase
Period.




          A Participant may also elect to withdraw his entire contributions for the current Purchase
Period at any time by giving prior notice to the person designated by the Committee in the form and
manner approved by the Committee. Any Participant who withdraws his contributions will receive, as
soon as administratively practicable, his entire account balance, including any dividends. Any
Participant who suspends payroll deductions or withdraws contributions during any Purchase Period
cannot resume payroll deductions during such Purchase Period and must re-enroll in the Plan in
order to participate in the next Purchase Period.




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




7. Crediting of Contributions, Interest and Dividends




          Contributions shall be deposited into an account maintained by Pride with the financial
institution designated by the Committee for this purpose (the “Custodian”) and shall be invested in
a money market account or such other investment vehicle or vehicles designated by the Committee for
purposes of the Plan. Pride shall maintain a record of the amount of




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contributions allocable to each Participant’s account. As of the end of each Purchase Period
or as of such other date as the Committee may establish from time to time, interest accrued on the
money market account or such other investment vehicle(s) shall be used to offset administrative
expenses associated with maintaining the Plan; however, should such interest exceed administrative
expenses, any such excess interest accumulation shall be credited to participant’s accounts based
on the balance in the Participant’s account on the last business day of the Purchase Period or on
such other date as the Committee may establish from time to time. Dividends on shares held in a
Participant’s account in the Plan will also be credited to such Participant’s account. Any such
contributions, applicable interest and dividends shall be deposited in Pride’s account with the
Custodian.




8. Grant of Right to Purchase Shares on Enrollment




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




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





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




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




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




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




     (v) the right to purchase shares (taken together with all other such rights
then outstanding under this Plan and under all other similar stock purchase plans of
Pride or any Subsidiary) will in no event give the Participant the right to purchase
a number of shares during a calendar year in excess of the number of shares of
Common Stock derived by dividing $25,000 by the fair market value of



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the Common Stock (the “Maximum Share Limitation”) on the applicable Grant Date
determined in accordance with Section 9;




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




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



9. Purchase of Shares




          The right to purchase shares of Common Stock granted by Pride under the Plan is for the term
of a Purchase Period. The fair market value of the Common Stock (“Fair Market Value”) to be
purchased during such Purchase Period will be, as of the first trading day of the Purchase Period
or such other trading date designated by the Committee (the “Grant Date”), (i) if the shares of
Common Stock are listed on the New York Stock Exchange, then the final closing sales price per
share of Common Stock as reported on the Consolidated Transaction Reporting System, or a report
selected by the Committee, on that date, or, if there shall have been no such sale so reported on
that date, on the last preceding date on which such a sale was so reported, (ii) if the shares of
Common Stock are listed on The NASDAQ National Stock Market System LLC, the final closing sales
price per share of Common Stock as reported on the Consolidated Transaction Reporting System, or a
report selected by the Committee, on that date, or, if there shall have been no such sale so
reported on that date, on the last preceding date on which such a sale was so reported, (iii) if
the shares of Common Stock are listed on a national securities exchange other than the New York
Stock Exchange or The NASDAQ Stock Market LLC, the mean between the highest and lowest sales price
per share of Common Stock on the primary such national securities exchange on that date, or, if
there shall have been no such sale so reported on that date, on the last preceding date on which
such a sale was so reported, or (iv) if the shares of Common Stock are not so listed or quoted, the
mean between the closing bid and asked price on that date, or, if there are no quotations available
for such date, on the last preceding date on which such quotations shall be available, as reported
by the National Quotation Bureau, Inc., Pink OTC Markets Inc. or similar report selected by the
Committee, or (v) if none of the above are applicable, the fair market value of a share of Common
Stock on such date as determined in good faith by the Committee. The Fair Market Value of the
Common Stock will again be determined in the same manner on the last trading day of the Purchase
Period or such other trading date designated by the Committee (the “Purchase Date”); however, in no
event shall the Committee, in the exercise of its discretion, designate a Purchase Date beyond
twenty-seven (27) months from the related Grant Date or otherwise fail to meet the requirements of
Section 423(b)(7) of the Code. These dates constitute the date of grant and the date of exercise
for valuation purposes of Section 423 of the Code.




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




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




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



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




          If for any reason the purchase of shares with a Participant’s allocations to the Plan exceeds
or would exceed the Maximum Share Limitation, such excess amounts shall be refunded to the
Participant as soon as practicable after such excess has been determined to exist.




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




10. Withdrawal of Shares and Sale of Shares





     (a) Withdrawal of Shares. A Participant may elect to withdraw at any time
(without withdrawing from participation in the Plan) whole shares held in his
account by giving notice to the Custodian (or other person designated by the
Committee) in the appropriate manner. Upon receipt of such notice from the



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Participant, the Custodian, bank or other financial institution designated by
the Committee for this purpose will arrange for the issuance and delivery of such
shares held in the Participant’s account as soon as administratively feasible.




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



11. Termination of Participation




          The right to participate in the Plan terminates immediately when a Participant ceases to be
employed by the Company for any reason whatsoever (including death, unpaid disability or when the
Participant’s employer ceases to be a Subsidiary) or the Participant otherwise becomes ineligible.
Participation also terminates immediately when the Participant voluntarily withdraws his
contributions from the Plan. Participation terminates immediately after the Purchase Date if the
Participant is not re-enrolled in the Plan for the next Purchase Period or if the Participant has
suspended payroll deductions during any Purchase Period and has not re-enrolled in the Plan for the
next Purchase Period. As soon as administratively feasible after termination of participation, the
Participant or, if applicable, his beneficiary or legal representative, shall be entitled to
receive (i) payment of all cash amounts credited to the Participant’s account, including interest
and dividends, if any, determined in accordance with Section 7, (ii) payment of the net proceeds of
the sale of fractional shares, if any, held in the Participant’s account, and (iii) a certificate
for the number of whole shares held in the Participant’s account to be delivered to the Participant
or, if applicable, his beneficiary or legal representative, provided that such Participant,
beneficiary or legal representative has given notice, in the appropriate manner, to the Custodian
or such other designated bank or financial institution of his election to receive the certificate.
Once participation terminates, the Participant’s account will be maintained as a part of the Plan
for thirty (30) days thereafter, subject to any agreements between Pride and the Custodian. After
the thirty (30) day period expires, the Participant’s account will no longer be considered a part
of the Plan. For purposes of the Plan, a Participant is not deemed to have terminated his
employment if he transfers employment from Pride to a Subsidiary, or vice versa, or transfers
employment between Subsidiaries.




12. Unpaid Leave of Absence




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




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that Purchase Period, he may also resume payroll deductions immediately, and shares will be
purchased for him on such Purchase Date as otherwise provided in Section 9.




13. Designation of Beneficiary




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




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




14. Assignment




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




15. Costs




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




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16. Reports




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




17. Equal Rights and Privileges




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




18. Rights as Shareholders




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




19. Modification and Termination




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





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




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



          The Plan shall terminate after all Common Stock issued under the Plan has been purchased,
unless terminated earlier by the Board or unless additional Common Stock is issued under the Plan
with the approval of the shareholders. In the event the Plan is terminated, the Committee may
elect to terminate all outstanding rights to purchase shares under the Plan either immediately or
upon completion of the purchase of shares on the next Purchase Date, unless the Committee has
designated that the right to make all such purchases shall expire on some other




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designated date occurring prior to the next Purchase Date. If the rights to purchase shares
under the Plan are terminated prior to expiration, all funds contributed to the Plan which have not
been used to purchase shares shall be returned to the Participants as soon as administratively
feasible, which funds shall be determined in accordance with Section 7.




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




          This Plan was originally adopted by the Board on April 3, 1996. The Plan was originally
approved by the holders of a majority of the shares of outstanding Common Stock of Pride present,
or represented, and entitled to vote at the 1996 Annual Meeting of Shareholders and was originally
effective July 1, 1996, amended and restated effective April 1, 2000 and subsequently amended and
restated effective January 1, 2006. This amendment and restatement of the Plan shall be effective
as of January 1, 2009.




21. Governmental Approvals or Consents




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




22. Listing of Shares and Related Matters




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




23. Employment Rights




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




24. Withholding of Taxes




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




25. Governing Law




          This Plan and all determinations made and actions taken pursuant hereto, to the extent not
otherwise governed by mandatory provisions of the Code or the securities laws of the United States,
shall be governed by and construed in accordance with the laws of the State of Texas.




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26. Use of Gender




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




27. Other Provisions




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




          IN WITNESS WHEREOF, this document has been executed effective January 1, 2009.




	 	 	 	 	 	 	 
	 	 	PRIDE INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lonnie Bane
 

Lonnie Bane
	 	 
	 

	 	Title:
	 	SVP, Human Resources	 	 







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