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Exhibit 10.1



Form Restricted Stock Unit Award for Directors




PRIDE INTERNATIONAL, INC.

2004 DIRECTORS’ STOCK INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




     This Restricted Stock Unit Agreement (“Agreement”) between PRIDE INTERNATIONAL, INC. (the
“Company”) and ____________ (the “Grantee”), a nonemployee Director of the Company, regarding an
award (“Award”) of ______ units of Common Stock (as defined in the Pride International, Inc. 2004
Directors’ Stock Incentive Plan (the “Plan”), such Common Stock comprising this Award referred to
herein as “Restricted Stock Units”) awarded to the Grantee on ______ (the “Award Date”), such
number of Restricted Stock Units subject to adjustment as provided in the Plan, and further subject
to the following terms and conditions:



     1. Relationship to Plan



     This Award is 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
thereunder and are in effect on the date hereof. Except as defined herein, capitalized terms shall
have the same meanings ascribed to them under the Plan.



     (a) “Disability” has the meaning set forth in Section 1.409A-3(i)(4)(A) of the Treasury
Regulations and shall be determined by the Committee in its sole discretion.



     (b) “Payment Election” shall have the meaning set forth in Section 3(a) hereof.



     (c) “Transfer Commencement Date” shall mean either January 2, 2009, or, if Grantee makes a
Payment Election, the first date of payment pursuant to such Payment Election. The Transfer
Commencement Date pursuant to a Payment Election shall be either a fixed date or the date of a
Separation from Service, as specified by the Grantee.



     (d) “Separation from Service” shall mean a “separation from service” within the meaning of
Treasury Regulation Section 1.409A-1(h).



     2. Vesting



     The Grantee shall be fully vested in the Restricted Stock Units on the Grant Date.



     3. Delivery of Shares



     (a) Form of Delivery. The Restricted Stock Units are payable in ordinary shares of Company
Stock. This distribution may be made either as a single lump sum transfer of shares or through the
transfer of shares in substantially equal annual installments over the period selected by the
Grantee. Subject to the provisions of this Restricted Stock Unit Agreement, the Grantee shall
timely elect the form in which the distribution shall be made and the applicable Transfer
Commencement Date in the form and manner prescribed by the Committee pursuant to the requirements
of Section 409A of the Code (the “Payment Election”). If the Committee or its



 









 




designee has not received the Grantee’s Payment Election by the applicable deadline, then the
Grantee shall receive the Common Stock in a single lump sum payment on January 2, 2009.




     (b) General Provisions Regarding Timing of Delivery. Except as specifically set forth in this
Restricted Stock Unit Agreement, distribution of shares subject to this Award of Restricted Stock
Units shall commence on the Transfer Commencement Date in the following form:




     (i) in a single lump sum transfer of shares; or




     (ii) if elected by the Grantee pursuant to a Payment Election in
accordance with Section 3(a), in a series of substantially equal annual
installments over a period selected by the Grantee commencing on the
Transfer Commencement Date and continuing on the succeeding anniversaries of
such Transfer Commencement Date;


provided, however, that no distribution of shares shall occur prior to January 2, 2009.




     (c) Circumstances Requiring Distributions Regardless of Payment Election.




     (i) Death Prior to Distribution of Entire Award. Notwithstanding any
Payment Election to the contrary, if the Grantee dies prior to the transfer
of all of the shares to which he is entitled pursuant to this Restricted
Stock Unit Agreement, then any shares that have not been transferred as of
the date of the Grantee’s death will be transferred in a single lump sum to
the Grantee’s estate. Such transfer shall occur on the later of January 2,
2009 or the date that is 90 days after the date of the Grantee’s death.




     (ii) Disability Prior to Distribution of Entire Award. Notwithstanding
any Payment Election to the contrary, if the Grantee experiences a
Disability prior to the transfer of all of the shares to which he is
entitled pursuant to this Restricted Stock Unit Agreement, then any shares
that have not been transferred as of the date of the Grantee’s Disability
will be transferred in a single lump sum to the Grantee. Such transfer
shall occur on the later of January 2, 2009 or the date that is 90 days
after the Grantee’s Disability.




     (iii) Change in Control. Notwithstanding any Payment Election to the
contrary, all undistributed shares associated with this Restricted Stock
Unit Agreement shall be transferred to the Grantee in a single lump sum on
the later of January 2, 2009 or the date that is the fifth business day
following the date of a Change in Control that constitutes a permissible
payment event under Treasury Regulation Section 1.409A-3(i)(5).



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     4. Dividend Equivalent Payments



     The Grantee will be entitled to receive a cash payment equal to the dividends paid with
respect to Common Stock covered by the Restricted Stock Units, payable in the same amount and at
the same time as dividends on Common Stock are paid to any other stockholder.



     5. Stockholder Rights



     The Grantee shall have no rights of a stockholder with respect to shares of Common Stock
subject to this Award unless and until such time as the Award has been settled by the transfer of
shares of Common Stock to the Grantee.



     6. Restriction on Settlement and Delivery of Shares



     The Company shall not be obligated to deliver any shares of Common Stock if counsel to the
Company determines that such sale or delivery would violate any applicable law or any rule or
regulation of any governmental authority or any rule or regulation of, or agreement of the Company
with, any securities exchange or association upon which the Common Stock is listed or quoted. The
Company shall in no event be obligated to take any affirmative action in order to cause the
delivery of shares of Common Stock to comply with any such law, rule, regulation or agreement.



     7. Notices



     Unless the Company notifies the Grantee in writing of a different procedure, any notice or
other communication to the Company with respect to this Award shall be in writing and shall be:




     (a) by registered or certified United States mail, postage prepaid, to Pride
International, Inc., Attn: Corporate Secretary, 5847 San Felipe, Suite 3300, Houston, Texas
77057; or




     (b) by hand delivery or otherwise to Pride International, Inc., Attn: Corporate
Secretary, 5847 San Felipe, Suite 3300, Houston, Texas 77057.



     Any notices provided for in this Agreement or in the Plan shall be given in writing and shall
be deemed effectively delivered or given upon receipt or, in the case of notices delivered by the
Company to the Grantee, five days after deposit in the United States mail, postage prepaid,
addressed to the Grantee at the address specified at the end of this Agreement or at such other
address as the Grantee hereafter designates by written notice to the Company.



     8. Assignment of Award



     Except as otherwise permitted by the Committee, the Grantee’s rights under the Plan and this
Agreement are personal; no assignment or transfer of the Grantee’s rights under and interest in
this Award may be made by the Grantee other than by will or by the laws of descent and
distribution.



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     Notwithstanding the foregoing, subject to the approval of the Committee, in its sole
discretion, the Award may be transferred by the Grantee to (i) the children or grandchildren of the
Grantee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such
Immediate Family Members (“Immediate Family Member Trusts”) or (iii) a partnership or partnerships
in which such Immediate Family Members have at least 99% of the equity, profit and loss interests
(“Immediate Family Member Partnerships”). Subsequent transfers of a transferred Award shall be
prohibited except by will or the laws of descent and distribution, unless such transfers are made
to the original Grantee or a person to whom the original Grantee could have made a transfer in the
manner described herein. No transfer shall be effective unless and until written notice of such
transfer is provided to the Committee, in the form and manner prescribed by the Committee.
Following transfer, the Award shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, and except as otherwise provided herein, the term
“Grantee” shall be deemed to refer to the transferee. The consequences of termination of service
shall continue to be applied with respect to the original Grantee, following which the Awards shall
vest only to the extent specified in the Plan and this Agreement.



     9. Withholding



     At the time of delivery of shares of Common Stock attributable to Restricted Stock Units, the
amount of all federal, state and other governmental withholding tax requirements imposed upon the
Company with respect to the delivery of such shares of Common Stock attributable to Restricted
Stock Units shall be remitted to the Company or provisions to pay such withholding requirements
shall have been made to the satisfaction of the Committee. The Committee may make such provisions
as it may deem appropriate for the withholding of any taxes, if any, which it determines is
required in connection with this Award.



     10. Stock Certificates



     Certificates representing the Common Stock issued pursuant to the Award will bear all legends
required by law and necessary or advisable to effectuate the provisions of the Plan and this Award.



     11. Successors and Assigns



     This Agreement shall bind and inure to the benefit of and be enforceable by the Grantee, the
Company and their respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Grantee may not assign any rights or obligations under this
Agreement except to the extent and in the manner expressly permitted herein.



     12. No Continued Service Guaranteed



     No provision of this Agreement, and no action of the Company or the Committee with respect
hereto, shall confer or be construed to confer any right upon the Grantee to continue as a Director
of the Company or any Subsidiary.



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     13. Governing Law



     This Agreement shall be governed by, construed, and enforced in accordance with the laws of
the State of Delaware.



     14. Amendment



     This Agreement cannot be modified, altered or amended except by an agreement, in writing,
signed by both the Company and the Grantee.



     15. Section 409A Compliance.



     It is intended that the provisions of this Agreement satisfy the requirements of Code Section
409A, and the accompanying U.S. Treasury Regulations and pronouncements thereunder, and that the
Agreement be operated in a manner consistent with such requirements to the extent applicable.



     If the Grantee is identified by the Company as a “specified employee” within the meaning of
Section 409A(a)(2)(B)(i) of the Code on the date on which he has a Separation from Service (other
than due to death), any transfer of shares payable on account of a Separation from Service shall
not take place prior to the earlier of (i) the first business day following the expiration of six
months from the Grantee’s Separation from Service, (ii) the date of the Grantee’s death, or (iii)
such earlier date as complies with the requirements of Section 409A of the Code (the “Specified
Employee Transfer Date”). If the Grantee elected to receive his distribution in a series of
installments, he shall receive the first installment on his Specified Employee Transfer Date, but
any subsequent installments shall be payable without regard to his status as a specified employee.



	 	 	 	 	 
	 	PRIDE INTERNATIONAL, INC.

 	 
	Date:  January ___, 2008 	By:  	 	 
	 	 	Name:  	Louis A. Raspino 	 
	 	 	Title:  	President & Chief Executive Officer 	 
	 




     The Grantee hereby accepts the foregoing Restricted Stock Unit Agreement, subject to the terms
and provisions of the Plan and administrative interpretations thereof referred to above.



	 	 	 	 	 
	 	GRANTEE:

 	 
	Date: January ___, 2008 	 	 
	 	 	 	 
	 	 	 	 
	 




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