exv10w1



 







Exhibit 10.1




RETIREMENT AGREEMENT




     THIS RETIREMENT AGREEMENT (the “Agreement”) made and entered into effective as of May 31, 2006
(the “Effective Date”), among Pride International, Inc. (the “Company”) and John R. Blocker, Jr.
(the “Executive”);



W I T N E S S E T H:




     WHEREAS, the Executive and the Company are parties to that certain
Employment/Non-Competition/Confidentiality Agreement effective as of October 15, 1998, and as
amended effective August 12, 2004 and January 19, 2005 (the “Employment Agreement”); and



     WHEREAS, the Executive has requested to retire from employment with the Company and its
subsidiaries; and



     WHEREAS, as of the Effective Date, the Executive will resign any and all director or officer
(or equivalent) positions he holds with the Company and any of its subsidiaries; and



     WHEREAS, the parties mutually desire to arrange for the Executive’s retirement from employment
with the Company and its subsidiaries at a future date under certain terms herein set forth; and



     WHEREAS, the parties desire to set forth the duties and responsibilities of the Executive’s
continued employment with the Company prior to the date of the Executive’s retirement; and



     WHEREAS, in consideration of the mutual promises contained herein, the Executive voluntarily
enters into this Agreement upon the terms and conditions herein set forth; and



     WHEREAS, in consideration of the mutual promises contained herein, the Company is willing to
enter into this Agreement upon the terms and conditions herein set forth.



     NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein,
the mutual benefits to be gained by the performance thereof and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



     1. Employment Duties Prior to the Retirement Date. Effective as of the Effective
Date, the Executive hereby resigns any and all director or officer (or equivalent) positions he
holds with the Company and any of its subsidiaries. The Executive agrees to take any and all
further acts necessary to accomplish these resignations. From the Effective Date until the
Retirement Date (as defined below) (the “Employment Period”), the Executive shall continue to



 









 




serve as a full-time employee of the Company subject to the terms of this Agreement. For
purposes of this Agreement, “Retirement Date” means (i) the date, as determined by the Audit
Committee of the Board of Directors or the full Board of Directors of the Company (either, the
“Committee”) in its sole discretion, of “the Completion” of the internal investigation and audit
conducted with respect to the issues disclosed in the Company’s Current Report filed on March 14,
2006 on Form 8-K with the Securities and Exchange Commission and with respect to any other matters
arising out of or discovered in the course of the investigation of those issues (the “Audit”) or
(ii) such earlier date as determined by the Committee in its sole discretion. The Completion means
that date which is within thirty (30) days of the first receipt by the Company, through its
officers, directors or employees, of the final report of Willkie Farr & Gallagher LLP or Porter &
Hedges LLP regarding the Audit.





     A. Duties During the Employment Period. During the Employment Period, the
Executive shall (i) cooperate in all respects in good faith with the Company and its subsidiaries,
including but not limited to cooperation with the Board of Directors, officers, counsel,
regulators and auditors, with respect to all investigations regarding the Audit, and (ii)
continue to make himself available for consultation and to answer questions relating to the
business of the Company and its affiliates. From and after the Effective Date, the
Executive shall have no additional duties, responsibility or authority.




     B. Compensation During the Employment Period. During the Employment Period,
the Company shall continue to provide the Executive with the same compensation and benefits
provided to the Executive immediately prior to the Effective Date, and the Company shall pay
to the Executive, on March 15, 2007, the pro-rata portion of his target annual bonus for the
period from January 1, 2006 through June 1, 2006, which the parties agree equals
$118,750.00; provided, however, that after the Effective Date the Executive shall not be
eligible for grants or payments of annual bonus or other short-term incentive awards except
as provided above in this Section 1.B, and the Executive shall not be eligible for grants of
long-term incentive awards.



     2. Retirement from Employment and Officer Positions. Effective as of the Retirement
Date, the Executive hereby irrevocably agrees to retire from employment with the Company and its
subsidiaries. The Executive agrees to take any and all further acts necessary to accomplish his
retirement from employment as contemplated by this Section 2.



     3. Conditions to Company Obligations.




     A. Eligibility for Benefits. As of the Retirement Date, if the Committee, in its
sole discretion, determines that “Cause” (as defined below) does not exist to terminate the
Executive, the Executive shall be eligible to receive the compensation and benefits
described in Section 4.




     B. Ineligibility for Benefits. As of the Retirement Date, if the Committee, in
its sole discretion, determines that there is Cause to terminate the Executive, the
Executive shall not be eligible to receive any of the compensation or benefits described
below in Section 4 or under the Employment Agreement or the Company’s Supplemental Executive
Retirement Plan (the “SERP”) and the Executive will be treated as having a



-2-









 






termination for Cause as of the Retirement Date for purposes of exercisability of
outstanding option awards and vesting of restricted stock. The Executive will retain other
benefits upon termination as described in Section 5 hereof. If a final judgment is entered
finding that Cause did not exist for termination, or the Executive and the Company agree,
the Company will pay all benefits to the Executive to which he would have been entitled
under Section 4 hereof had the termination not been for Cause, plus interest on all amounts
withheld from the Executive at the rate specified in Article 5069-1.05, V.A.T.S.




     C. Cause. For purposes of this Agreement, “Cause” shall mean (i) the failure
of the Executive 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 Company which specifically identifies the manner in which the Company believes he
has not substantially performed his duties, (ii) misconduct materially and demonstrably
injurious to the Company, (iii) violation of any Company policy applicable at the time of
the events, acts or omissions at issue, or (iv) failure to comply with any of the provisions
of Section 7 of this Agreement.



     4. Enhanced Retirement Benefits. The Executive shall have until 21 calendar days
after the Retirement Date to consider whether to sign and return the Waiver and Release attached
hereto as Attachment A to the Company by first class mail or by hand delivery. In
consideration for the Executive’s execution of and compliance with this Agreement, and subject to
the conditions set forth herein, the Company shall provide the consideration set forth below in
this Section 4. This consideration is provided subject to the binding execution by the Executive
(without revocation) of the Waiver and Release, which must be executed during the period beginning
on the Retirement Date and ending on the date that is 21 calendar days after the Retirement Date.




     A. Supplemental Executive Retirement Plan. The Company shall pay $258,400.00
annually, less applicable withholding, to the Executive in the form of monthly installments
for his lifetime and upon his death $129,200 annually for the lifetime of his spouse as of
the Effective Date (“Spouse”), if she survives him, payable in monthly installments, which
payments the Executive acknowledges are in full satisfaction of the Executive’s interest in
the SERP. The monthly payments provided under this Section 4.A shall commence in the
calendar month that begins six (6) full calendar months after the Retirement Date. Monthly
payments to which the Executive would have been entitled during the six (6) months
immediately following the Retirement Date (the “Delay Period”) had payments commenced
following the Retirement Date shall be accumulated during the Delay Period, and shall be
paid at the same time as the first monthly payment to the Executive under this Section 4.A.




     B. Medical and Dental Coverage. As of the Retirement Date, 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 his eligible dependents, including his Spouse, who were covered under the
Company’s group health plan as of the Effective Date (“Eligible Dependents”),



-3-









 






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 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.




     C. Stock Options and Restricted Stock. As of the Retirement Date, any stock
options and restricted stock which are not vested shall immediately vest, and all stock
options shall remain exercisable for their original term as if the Executive was still
employed by the Company.



     5. Other Benefits. The Executive’s benefits under the Company’s 401(k) Retirement and
Savings Plan, 401(k) Restoration Plan and Employee Stock Purchase Plan shall be determined and paid
in accordance with the terms of such plans.



     6. Release of Claims by the Executive. In exchange for the consideration offered to
the Executive under this Agreement, which the Executive acknowledges provides consideration to
which the Executive would not otherwise have an undisputed right to receive, the Executive, on his
behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and
legal representatives, assigns and successors in interest, hereby IRREVOCABLY, UNCONDITIONALLY AND
GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, the
Company, its subsidiaries and each of the their directors, officers, employees, representatives,
stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and
affiliates (and agents, directors, officers, employees, representatives and attorneys of such
stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all
persons acting by, through, under or in concert with any of them (collectively, the “Releasees” and
each a “Releasee”), or any of them, from any and all charges, complaints, claims, damages, actions,
causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including
attorneys’ fees and costs incurred), of any nature whatsoever, known or unknown, that the Executive
now has, owns, or holds, or claims to have, own, or hold, or which the Executive at any time
heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the
date that the Executive signs this Agreement, including, but not limited to, those claims arising
out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond,
indenture, lease, license, note, franchise, certificate, option, warrant, right or other
instrument, document, obligation or arrangement, whether written or oral, or any other
relationship, involving the Executive and/or any Releasee, including, without limitation, the
superseded Employment Agreement and SERP, (ii) breach of any express or implied contract, breach of
implied covenant of good faith and fair dealing, misrepresentation, interference with contractual
or business relations, personal injury,



-4-









 




slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional
distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful
failure to promote, wrongful deprivation of a career opportunity, discrimination (including
disparate treatment and disparate impact), hostile work environment, sexual harassment,
retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said
claim(s) are brought pursuant to laws of the United States or any other jurisdiction applicable to
the Executive’s actions on behalf of the Company or any of its subsidiaries or affiliates, and
(iii) any other matter; provided, however, that nothing contained herein shall operate to release
any obligations of the Company or its successors or assigns arising under this Agreement.
Notwithstanding anything in this Agreement to the contrary, it is the express intention of the
Executive and the Company that this Agreement shall not act as a release or waiver of (1) any
rights of defense or indemnification which would be otherwise afforded to the Executive under the
Certificate of Incorporation, By-Laws or similar governing documents of the Company or its
subsidiaries, (2) any rights of defense or indemnification which would be otherwise afforded to the
Executive under any director or officer liability or other insurance policy maintained by the
Company or its subsidiaries; (3) any rights of the Executive to benefits accrued under any Company
401(k) Retirement and Savings Plan, 401(k) Restoration Plan or Employee Stock Purchase Plan, (4)
any rights under this Retirement Agreement, and (5) such rights or claims as may arise after the
date of this Agreement.




     7. Restrictive Covenants. The Executive recognizes and agrees that all of the
businesses in which the Company is engaged are highly competitive and that the Company’s trade
secrets and other confidential information, along with personal contacts, are of critical
importance in securing and maintaining business prospects, in retaining the accounts and goodwill
of present customers and protecting the business of the Company.




     A. Non-Disparagement. The Executive agrees to refrain from any criticisms or
disparaging comments about the Company or any of its affiliates (including any current or
former officer, director or employee of the Company) and the Executive agrees not to take
any action, or assist any person in taking any other action, that is 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 the foregoing shall not apply to or
restrict in any way the communication of information by the Executive to any state or
federal law enforcement agency so long as the Executive provides prior notice to the Company
thereof, and the Executive will not be in breach of the covenant contained above solely by
reason of testimony which is compelled by process of law.




     B. Confidentiality. The Executive acknowledges that his employment with the
Company has provided him with specialized knowledge which, if used in competition with the
Company, or divulged to others, could cause serious harm to the Company. Accordingly, the
Executive will not at any time directly or indirectly, divulge, disclose, use or communicate
to any person, firm or corporation in any manner whatsoever any information concerning any
matter specifically affecting or relating to the Company or the business of the Company.
While engaged as an employee of the Company, the Executive 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 the Executive’s duties as an
employee of the Company, and the Executive



-5-









 






may not make any use of any information of the Company after he is no longer an
employee of the Company. The Executive 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 plans and
arrangements, and sources of supply, is prima facie presumed to be important, material and
confidential information of the Company for the purposes of this Agreement, except to the
extent that such information may be otherwise lawfully and readily available to the general
public. Notwithstanding the foregoing, however, the confidentiality provisions hereof shall
not apply to or restrict in any way the communication of information by the Executive to any
state or federal law enforcement agency so long as the Executive provides prior notice to
the Company thereof, and the Executive will not be in breach of the covenant contained above
solely by reason of testimony which is compelled by process of law The Executive agrees
that as of the Effective Date he will return his Company-provided blackberry, laptop
computer, keys, and all books, records, lists and other written, electronic, typed or
printed materials, whether furnished by the Company or prepared by the Executive, which
contain any information relating to the Company’s business, and the Executive agrees that he
will neither make nor retain any copies of such materials after the Effective Date, except
to the extent approved by the Committee; provided, however, that the Executive may make a
copy of the file labeled “JRB Info” on his desktop, which the Executive represents contains
solely personal information, and his Outlook contacts and calendar.




     C. Non-Competition and Non-Solicitation. The non-competition and
non-solicitation provisions and covenants contained in the Employment Agreement shall remain
in full force and effect and are restated in this Section 7.C. The Executive acknowledges
that his employment with the Company has in the past and will, of necessity, provide him
with specialized knowledge which, if used in competition with the Company could cause
serious harm to the Company. Accordingly, the Executive agrees that during his employment
with the Company and for a period of two (2) years after he is no longer employed by the
Company the Executive 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:




     1. work for, become an employee of, invest in, provide consulting services or
in any way engage in any business which provides, produces, leases or sells products
or services of the same or similar type provided, produced, leased or sold by the
Company and with regard to which the Executive was engaged, or over which the
Executive had direct or indirect supervision or control, within one (1) year
preceding the Retirement Date, in any area where the Company provided, produced,
leased or sold such products or services at any time during the one (1) year
preceding such Retirement Date; or



-6-









 






     2. 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 the
Executive had direct or indirect supervision or control, within one (1) year
preceding the Retirement Date, 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 the Retirement Date from whom the Company had solicited business during
such one (1) year; or




     3. solicit, aid, counsel or encourage any officer, director, employee or other
individual to (i) leave his or her employment or position with the Company or (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




     4. 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 Retirement Date of
employment of the Executive with the Company or within two (2) years after such
officer, director, employee or individual terminated employment with the Company,
whichever occurs earlier.




Notwithstanding any provision to the contrary, the covenants contained in this Section 7.C
(i) shall not apply to the operation of land rigs in the United States, and (ii) shall cease
to apply to either the Company’s Latin America Land segment or E & P Services segment (each
as defined in the Company’s SEC filings) if and when the Company disposes of one hundred
percent of its ownership interest in such business segment. The Executive may seek the written
consent of the Company to waive the provisions of this Section 7.C. on a case by case basis.




     D. Geographical Area. The geographical area within which the non-competition
covenant of Section 7.C 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 in violation of the non-competition covenants of this Agreement, has an office,
a rig yard, 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.




     E. Remedies for Violation. If the Executive violates the confidentiality
and/or non-competition obligations and covenants herein, the Executive agrees there shall be
no obligation on the part of the Company to provide any payments or benefits described in
this Agreement (other than payments and benefits already earned or accrued). Without
limiting the right of the Company to pursue all other legal and equitable rights available
to them for violation of any of the obligations and covenants made by the Executive herein,
it is expressly agreed that:



-7-









 






     1. the terms and provisions of this Agreement are reasonable and constitute an
otherwise enforceable agreement to which the provisions of this Section 7 are
ancillary or a part of as contemplated by TEX. BUS. & COM. CODE ANN. Sections
15.50-15.52;




     2. the consideration provided by the Employer under this Agreement is not
illusory;




     3. the consideration given by the Company under the terms of the Employment
Agreement, specifically the consideration in Section 5.01 of the Employment
Agreement, the receipt of which the Executive hereby acknowledges, gives rise to the
Company’s interest in restraining and prohibiting the Executive from engaging in the
unfair competition prohibited by Section 7.C hereof, and the Executive’s promise not
to engage in the unfair competition prohibited by Section 7.C hereof is designed to
enforce the Executive’s consideration (or return promises), including, without
limitation, the Executive’s promise to not use or disclose confidential information
or trade secrets; and




     4. the injury suffered by the Company by a violation of any obligation or
covenant in this Section 7 of the Agreement 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 this Section 7 of the Agreement,
accordingly (i) the Company shall be entitled to injunctive relief to prevent
violations thereof and to prevent the Executive from rendering any services to any
person, firm or entity in breach of such obligation or covenant and to prevent the
Executive 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 the Executive.




     F. Return of Consideration. The Executive specifically recognizes and affirms
that the non-competition obligations set out in Section 7.C hereof are material and
important terms of this Agreement, and the Executive further agrees that should any material
part of the non-competition obligations described in Section 7.C be held or found invalid or
unenforceable for any reason whatsoever by a court of competent jurisdiction in a legal
proceeding between the Executive and the Company and not reformed pursuant to Section 7.G,
the Company shall be entitled to the immediate return and receipt from the Executive of all
consideration described in Section 4 hereof and Section 5.01 of the Employment Agreement,
including interest on all such amounts paid to the Executive at the maximum lawful rate.




     G. 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, the Executive 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 the Executive violated such obligation and covenant will be based
solely on the limitation as reformed.



-8-









 






     H. Company. As used in this Section 7, the term “Company” includes the Company
and any direct or indirect subsidiary of the Company.



     8. Assistance with Legal Proceedings. The Executive agrees that during the term of
this Agreement and for a period of five (5) years after the Retirement Date, the Executive will
furnish such information and proper assistance as may be reasonably necessary in connection with
any litigation or other legal proceedings in which the Company is then or may become involved, and
shall cooperate in a timely manner with the Company, including but not limited to cooperation with
the Board of Directors, officers, counsel, regulators and auditors, with respect to all internal
investigations with respect to which the Executive may have relevant information; provided,
however, that the parties agree to negotiate a reasonable rate of compensation for any such
services that exceed eight hours per month, and the Company shall reimburse the Executive for all
reasonable and necessary expenses he incurs in fulfilling his obligations under this Section 8.



     9. Non-Alienation. The Executive shall not have any right to pledge, hypothecate,
anticipate, or in any way create a lien upon any amounts provided under this 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 the Executive lives, no person,
other than the parties hereto, shall have any rights under or interest in this Agreement or the
subject matter hereof.



     10. Amendment of Agreement. This Agreement may not be modified or amended except by
an instrument in writing signed by the parties hereto.



     11. Waiver. No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement,
except by written instrument of the party charged with such waiver or estoppel.



     12. Venue. To the extent permitted by applicable State and Federal law, venue for all
proceedings hereunder will be in Harris County, Texas.



     13. Notices. All notices or communications hereunder shall be in writing, addressed
as follows:




To the Company:





Pride International, Inc.

5847 San Felipe, Suite 3300

Houston, Texas 77057

Attention: General Counsel




-9-









 






To the Executive:





John R. Blocker, Jr.

2120 Potomac “C”

Houston, Texas 77057


The Company and the Executive each agree to timely notify the other party of any changes to their
respective addresses. All such notices shall be conclusively deemed to be received and shall be
effective; (i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy or facsimile
transmission, upon confirmation of receipt by the sender of such transmission or (iii) if sent by
registered or certified mail, upon acknowledgement or refusal of receipt by the Executive.




     14. Source of Payments: All cash payments provided in this Agreement will be paid
from the general funds of the Company. The Executive’s status with respect to amounts owed under
this Agreement will be that of a general unsecured creditor of the Company, and the Executive will
have no right, title or interest whatsoever in or to any investments which the Company may make to
aid the Company in meeting its obligations hereunder. Nothing contained in this Agreement, and no
action taken pursuant to this provision, will create or be construed to create a trust of any kind
between the Company and the Executive or any other person.



     15. Tax Withholding. The Company may withhold from any benefits payable under this
Agreement all federal, state, city or other taxes that will be required pursuant to any law or
governmental regulation or ruling.



     16. Severability. If any provision of this Agreement is held to be invalid, illegal
or unenforceable, in whole or part, such invalidity will not affect any otherwise valid provision,
and all other valid provisions will remain in full force and effect.



     17. Assignment. This Agreement shall be binding upon and inure to the benefit of the
Company and its successors and assigns, by operation of law or otherwise.



     18. Counterparts. This Agreement may be executed in two or more counterparts, each of
which will be deemed an original, and all of which together will constitute one document.



     19. Titles. The titles and headings preceding the text of the paragraphs and
subparagraphs of this Agreement have been inserted solely for convenience of reference and do not
constitute a part of this Agreement or affect its meaning, interpretation or effect.



     20. Governing Law. This Agreement will be construed and enforced in accordance with
the laws of the State of Texas.



     21. Entire Agreement. This Agreement (i) constitutes the entire agreement of the
parties with respect to the subject matter hereof, (ii) expressly supersedes the SERP, and (iii)
expressly supersedes the Employment Agreement except for the non-compete provisions thereof, which
shall remain in full force and effect as modified herein.



-10-









 





     22. Attorneys’ Fees. If the Executive shall obtain a final judgment in his favor with
respect to any litigation brought by the Executive or the Company to enforce or interpret any
provision of this Agreement, the Company, to the fullest extent permitted by applicable law, hereby
agrees to reimburse the Executive for his reasonable attorneys’ fees and disbursements incurred in
such litigation or proceeding and hereby agrees to pay in full all such fees and disbursements up
to a maximum of two hundred and fifty thousand dollars ($250,000) in connection with such
litigation or proceeding.



     23. No Admission. This Agreement is not to be taken or understood as an admission of
liability or of any wrong doing by any persons or entities.



     IN WITNESS WHEREOF, the parties have executed this Agreement in multiple counterparts, all of
which shall constitute one agreement, effective as of May 31, 2006.



	 	 	 	 	 
	 	PRIDE INTERNATIONAL, INC.

 	 
	 	By:  	/s/   Louis A. Raspino
 	 
	 	 	Louis A. Raspino 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 	 
	ATTEST:
	 	JOHN R. BLOCKER, JR.	 
	 
 


	 	 
	 
	/s/ W. Gregory Looser
 

W. Gregory Looser

Secretary

	 	/s/ John R. Blocker, Jr.
 
 
	 






-11-









 






Attachment A




Dated: ______________




WAIVER AND RELEASE




     In exchange for the consideration offered under the Retirement Agreement between me and Pride
International, Inc. (the “Company”), effective May 31, 2006 (the “Retirement Agreement”), I hereby
waive all of my claims and release the Company, its affiliates and its subsidiaries and each of
their directors and officers, executives and agents, and benefit plans and the fiduciaries and
agents of said plans (collectively referred to as the “Corporate Group”) from any and all claims,
demands, actions, liabilities and damages, except as specifically reserved or excepted from this
Waiver and Release.



     I understand that signing this Waiver and Release is an important legal act. I acknowledge
that the Company has advised me in writing to consult an attorney before signing this Waiver and
Release. I further acknowledge that I was given 21 calendar days after the Retirement
Date and after this Waiver and Release was furnished to me to
consider whether to sign and return this Waiver and Release to
the Company.



     In exchange for the consideration offered to me by the Retirement Agreement, which I
acknowledge provides consideration to which I would not otherwise have an undisputed right to
receive, I agree not to sue or file any action or proceeding with any local, state and/or federal
agency or court regarding or relating in any way to the Company, and I knowingly and voluntarily
waive all claims and release the Corporate Group from any and all claims, demands, actions,
liabilities, and damages, whether known or unknown, arising out of or relating in any way to the
Corporate Group, except with respect to (1) any rights of defense or indemnification which would be
otherwise afforded to the Executive under the Certificate of Incorporation, By-Laws or similar
governing documents of the Company or its subsidiaries, (2) any rights of defense or
indemnification which would be otherwise afforded to the Executive under any director or officer
liability or other insurance policy maintained by the Company or its subsidiaries, (3) any rights of the Executive to
accrued benefits under any Company 401(k) Retirement and Savings Plan, 401(k) Restoration Plan or
Employee Stock Purchase Plan, (4) any rights under the Retirement Agreement, and (5) such rights or
claims as may arise after the date this Waiver and Release is executed. This Waiver and Release
includes, but is not limited to, claims and causes of action under: Title VII of the Civil Rights
Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Civil
Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act
of 1990; the Older Workers Benefit Protection Act of 1990; the Employee Retirement Income Security
Act of 1974, as amended; the Family and Medical Leave Act of 1993; and/or contract, tort,
defamation, slander, wrongful termination or other claims or any other state or federal statutory
or common law.



     Should any of the provisions set forth in this Waiver and Release be determined to be invalid
by a court, agency or other tribunal of competent jurisdiction, it is agreed that such
determination shall not affect the enforceability of other provisions of this Waiver and Release.



-12-









 





     I acknowledge that this Waiver and Release and the Retirement Agreement set forth the entire
understanding and agreement between me and the Company or any other member of the Corporate Group
concerning the subject matter of this Waiver and Release and supersede the Employment Agreement (as
defined in the Retirement Agreement) and any other prior or contemporaneous oral and/or written
agreements or representations, if any, between me and the Company or any other member of the
Corporate Group.



     I understand that for a period of seven (7) calendar days following my signing this Waiver and
Release (the “Waiver Revocation Period”), I may revoke my acceptance of the offer by delivering a
written statement to the Company by hand or by registered mail, addressed to the address for the
Company specified in the Retirement Agreement, in which case the Waiver and Release will not become
effective. In the event I revoke my acceptance of this offer, the Company shall have no obligation
to provide me the consideration offered under the Retirement Agreement to which I would not
otherwise have been entitled. I understand that failure to revoke my acceptance of the offer
within the Waiver Revocation Period will result in this Waiver and Release being permanent and
irrevocable.



     I acknowledge that I have read this Waiver and Release, have had an opportunity to ask
questions and have it explained to me and that I understand that this Waiver and Release will have
the effect of knowingly and voluntarily waiving any action I might pursue, including breach of
contract, personal injury, retaliation, discrimination on the basis of race, age, sex, national
origin or disability and any other claims arising prior to the date of this Waiver and Release.



     By execution of this document, I do not waive or release or otherwise relinquish any legal
rights I may have which are attributable to or arise out of acts, omissions or events of the
Company or any other member of the Corporate Group which occur after the date of execution of this
Waiver and Release.


AGREED TO AND ACCEPTED this

____day of _________, ______.





JOHN R. BLOCKER, JR.




-13-