ex10-41.htm


     

    
      

      

    

    EXHIBIT 10.41

       

       

      PRIDE INTERNATIONAL, INC.

      


      


      AMENDED
AND RESTATED EMPLOYMENT/

      NON-COMPETITION/CONFIDENTIALITY
AGREEMENT

       

      


       

      


       

      KEVIN
C. ROBERT

       

      



      
         

        
          
          

          
            

          

        

        
           


        

      


      AMENDED
AND RESTATED EMPLOYMENT/

      NON-COMPETITION/CONFIDENTIALITY
AGREEMENT

       

      
        	
                DATE:

              	
                The
      date of execution set forth below.

              
	
                COMPANY/EMPLOYER:

              	
                Pride
      International, Inc.,

                a
      Delaware corporation

                5847
      San Felipe, Suite 3300

                Houston,
      Texas  77057

              
	
                EMPLOYEE:

              	
                Kevin
      C. Robert

                 

              


      

      


      This
Amended and Restated Employment/Non-Competition/Confidentiality Agreement by and
between Pride International, Inc. (the “Company” and as further defined below)
and Kevin C. Robert (“Employee”) (together the “Parties”), effective as of the
date set forth in Section 2.03 below (the “Agreement”), is made on the terms as
herein provided.

       

      PREAMBLE

       

      WHEREAS,
the Parties previously entered into an employment agreement effective as of
February 28, 2005 (the “Prior Agreement”) and wish to hereby supersede the Prior
Agreement and amend and restate the rights and obligations of the Parties with
regard to Employee’s employment with the Company in this Agreement;
and

       

      WHEREAS,
Employee is willing to enter into this Agreement upon the terms and conditions
and for the consideration set forth herein.

       

      AGREEMENT

       

      NOW,
THEREFORE, for and in consideration of the mutual promises, covenants, and
obligations contained herein, the Parties agree as follows:

       

      
        	
                I.

              	
                PRIOR
      AGREEMENTS/CONTRACTS

              


      

       

      As of the
Effective Date, the Prior Agreement is hereby amended, modified and superseded
by this Agreement insofar as future employment, compensation, non-competition,
confidentiality, accrual of payments or any form of compensation or benefits
from the Company are concerned.  This Agreement does not release or
relieve the Company from its liability or obligation with respect to any
compensation, payments or benefits already accrued to Employee for service prior
to the Effective Date, nor to any vesting of benefits or other rights which are
attributable to length of employment, seniority or other such
matters.  This Agreement does not relieve Employee of any prior
non-competition or confidentiality obligations and agreements and the same are
hereby modified and amended as to future matters and future confidentiality even
as to matters accruing prior to the Effective Date hereof.

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      II.           DEFINITION
OF TERMS

       

      Words
used in the Agreement in the singular shall include the plural and in the plural
the singular, and the gender of words used shall be construed to include
whichever may be appropriate under any particular circumstances of the
masculine, feminine or neuter genders.

       

      
        	
                 
      

              	
                2.01

              	
                COMPANY.  Company
      means Pride International, Inc., a Delaware corporation, as the same
      presently exists, as well as any and all successors and assigns,
      regardless of the nature of the entity or the state or nation of
      organization, whether by reorganization, merger, consolidation, absorption
      or dissolution.  For the purpose of the Agreement, Company
      includes all subsidiaries and affiliates of the Company to the extent such
      subsidiary and/or affiliate is carrying on any portion of the business of
      the Company or a business similar to that being conducted by the
      Company.

              


      

       

      
        	
                 
      

              	
                2.02

              	
                EXECUTIVE/OFFICER/EMPLOYEE.  Executive/Officer/Employee
      means Kevin C. Robert.

              


      

       

      
        	
                 
      

              	
                2.03

              	
                EFFECTIVE
      DATE.  The Agreement becomes effective and binding as of
      December 31, 2008.

              


      

       

      
        	
                 
      

              	
                2.04

              	
                CHANGE
      IN CONTROL.  The term “Change in Control” of the Company shall
      mean, and shall be deemed to have occurred on the date of the first to
      occur of any of the following:

              


      

       

      
        	
                 
      

              	
                a.

              	
                there
      occurs a change in control of the Company of the nature that would be
      required to be reported in response to item 6(e) of Schedule 14A of
      Regulation 14A or Item 5.01 of Form 8-K promulgated under the Securities
      Exchange Act of 1934 as in effect on the date of the Agreement, or if
      neither item remains in effect, any regulations issued by the Securities
      and Exchange Commission pursuant to the Securities Exchange Act of 1934
      which serve similar purposes;

              


      

       

      
        	
                 
      

              	
                b.

              	
                any
      “person” (as such term is used in Sections 13(d) and 14(d)(2) of the
      Securities Exchange Act of 1934) is or becomes a beneficial owner,
      directly or indirectly, of securities of the Company representing twenty
      percent (20%) or more of the total voting power of the Company’s then
      outstanding securities;

              


      

       

      
        	
                 
      

              	
                c.

              	
                individuals
      who, as of the date hereof, constitute the members of the Board of
      Directors of the Company (the “Incumbent Directors”) cease for any reason
      other than due to death or disability to constitute at least a majority of
      the members of the Board of Directors of the Company (the “Board”),
      provided that any director who was nominated for election or was elected
      with the approval of at least a majority of the members of the Board who
      are at the time Incumbent Directors shall be considered an Incumbent
      Director unless such individual’s initial assumption of
    office

              


      

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                occurs
      as a result of an actual or threatened election contest with respect to
      the election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a person other than
      the Board;

              


      

       

      
        	
                 
      

              	
                d.

              	
                the
      Company shall have merged into or consolidated with another corporation,
      or merged another corporation into the Company, on a basis whereby less
      than fifty percent (50%) of the total voting power of the surviving
      corporation is represented by shares held by former stockholders of the
      Company prior to such merger or
consolidation;

              


      

       

      
        	
                 
      

              	
                e.

              	
                the
      Company shall have sold, transferred or exchanged all, or substantially
      all, of its assets to another corporation or other entity or person;
      or

              


      

       

      
        	
                 
      

              	
                f.

              	
                a
      Merger Protection Change in Control (as hereinafter defined) shall have
      occurred.

              


      

       

      
        	
                 
      

              	
                2.05

              	
                MERGER
      PROTECTION CHANGE IN CONTROL.  The term “Merger Protection
      Change in Control” shall mean, and shall be deemed to have occurred on,
      the date the Company shall have merged into or consolidated with another
      corporation, or merged another corporation into the Company, on a basis
      whereby at least fifty percent (50%) but not more than sixty-six percent
      (66%) of the total voting power of the surviving corporation is
      represented by shares held by former stockholders of the Company
      immediately prior to such merger or
  consolidation.

              


      

       

      
        	
                 
      

              	
                2.06

              	
                CHANGE
      IN CONTROL TERMINATION.  The term “Change in Control
      Termination” shall mean a Termination (i) within two (2) years following
      the date of a Change in Control which occurs for any reason other than a
      Merger Protection Change in Control or (ii) within one (1) year following
      the date of a Merger Protection Change in
  Control.

              


      

       

      
        	
                 
      

              	
                2.07

              	
                TERMINATION.  The
      term “Termination” shall mean termination of
      the employment of Employee with the Company (including
      Disability) for any reason
      other than (i) Cause, (ii) Voluntary Resignation, or (iii) death.  Termination
      includes “Constructive Termination” as
      described below.  Termination includes termination at the end of
      any “Employment Period” due to non-renewal or failure to extend this
      Agreement for any reason except for Cause or because Employee has reached
      age 65 prior to the end of the Employment
      Period.  Notwithstanding any provision hereof to the
      contrary, the Company shall have the right to terminate Employee’s
      employment at any time during the Employment Period (including any
      extended term) and the Company has no obligation to deliver advance notice
      of termination of employment, except such notice as is otherwise required
      for a termination for Cause.

              


      

       

      
        	
                 
      

              	
                a.

              	
                The term “Disability” means physical or mental
      incapacity qualifying Employee for a long-term disability under the
      Company’s long-term disability plan.  If no such plan exists on
      the date on which a relevant determination is being made, the term
      “Disability” means physical
or

              


      

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                mental incapacity as determined by a doctor
      jointly selected by Employee and the Board qualifying Employee for
      long-term disability under reasonable employment
      standards.

              


      

       

      
        	
                 
      

              	
                b.

              	
                The
      term “Cause” means: (i) the willful and continued failure of Employee
      substantially to perform his duties with the Company (other than any
      failure due to physical or mental incapacity) after a written demand for
      substantial performance is delivered to him by the Board which
      specifically identifies the manner in which the Board believes he has not
      substantially performed his duties, (ii) willful misconduct materially and
      demonstrably injurious to the Company, (iii) intentional action,
      materially and demonstrably injurious to Company, which Employee knows
      would not comply with the laws of the United States or any other
      jurisdiction applicable to Employee’s actions on behalf of the Company,
      and/or any of its subsidiaries or affiliates, including specifically,
      without limitation, the United States Foreign Corrupt Practices Act,
      generally codified in 15 USC 78 (the “FCPA”), as the FCPA may hereafter be
      amended, and/or its successor statutes, or (iv) material violation of one
      or more of the covenants in Article V (except violation of the covenant
      not to compete after termination of employment after Change in Control as
      discussed herein).  No act or failure to act by Employee shall
      be considered “willful” unless done or omitted to be done by him not in
      good faith and without reasonable belief that his action or omission was
      in the best interest of the Company.  The unwillingness of
      Employee to accept any or all of a change in the nature or scope of his
      position, authorities or duties, a reduction in his total compensation or
      benefits, or other action by or at request of the Company in respect of
      his position, authority, or responsibility that is contrary to this
      Agreement, may not be considered by the Board to be a failure to perform
      or misconduct by Employee.  Notwithstanding the foregoing,
      Employee shall not be deemed to have been terminated for Cause for
      purposes of the Agreement unless and until there shall have been delivered
      to him a copy of a resolution, duly adopted by a vote of three-fourths of
      the entire Board at a meeting of the Board called and held (after a notice
      to Employee identifying in reasonable detail the manner in which Company
      believes Cause exists and an opportunity for Employee and his counsel to
      prepare for and to be heard before the Board) for the purpose of
      considering whether Employee has been guilty of such a willful failure to
      perform or such willful misconduct as justifies termination for Cause
      hereunder, finding that, in the good faith opinion of the Board, Employee
      has been guilty thereof, and specifying the particulars
      thereof.

              


      

       

      
        	
                 
      

              	
                c.

              	
                The
      term “Constructive Termination” means any circumstance by which the
      actions of the Company either reduce or
      change Employee’s title, position, duties, responsibilities or
      authority to such an extent or in such a manner as to relegate Employee to
      a position not substantially similar to that which he held prior to such
      reduction or change and which
      would

              


      

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                degrade,
      embarrass or otherwise make it unreasonable for Employee to remain in the
      employment of the Company; and includes a violation by the Company of the employment
      provisions and conditions of this
Agreement.

              


      

       

      
        	
                 
      

              	
                d.

              	
                The
      term “Voluntary Resignation” shall mean any termination of employment by
      Employee for any reason other than one or more of the
      following:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Employee’s
      resignation or retirement is requested by the Company other than for
      Cause;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      significant adverse change in the nature or scope of Employee’s position,
      authorities or duties from those described in this
    Agreement;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Any
      (a) reduction in Employee’s total base salary, (b) reduction in Employee’s
      bonus target award level specified in Section 3.04(b), or (c) material
      reduction in Employee’s benefits other than equity or long-term incentive
      awards or actual bonus award payouts, in all cases from the levels then in
      effect immediately prior to such
reduction;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                The
      material breach by the Company of any other provision of this
      Agreement;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                Any
      requirement of the Company that Employee relocate more than 50 miles from
      downtown Houston, Texas;

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                Any
      action by the Company which would constitute Constructive Termination;
      or

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                Notice
      by the Company of non-renewal of the Agreement contrary to the wishes of
      Employee, if such non-renewal would be effective prior to the expiration
      of the Employment Period during which Employee attains age
    65.

              


      

       

      
        	
                 
      

              	
                2.08

              	
                CUSTOMER.  The
      term “Customer” includes all persons, firms or entities that are
      purchasers or end-users of services or products offered, provided,
      developed, designed, sold or leased by the Company during the relevant
      time periods, and all persons, firms or entities which control, or which
      are controlled by, the same person, firm or entity which controls such
      purchase.

              


      

       

      
        	
                 
      

              	
                2.09

              	
                MAXIMUM
      BONUS.  The term "Maximum Bonus" shall mean the maximum amount
      of compensation Employee may earn under the Company’s annual bonus
      incentive plan for the fiscal year in which the Termination occurs, or if
      the Company has not specified a maximum amount for such year, for the last
      year in which the Company had specified such a maximum amount; provided,
      however,

              


      

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                that
      in no event shall "Maximum Bonus" mean an amount less than two (2) times
      Target Bonus.

              


      

       

      
        	
                 
      

              	
                2.10

              	
                TARGET
      BONUS.  The term “Target Bonus” shall mean Employee’s target
      bonus under the Company’s annual bonus incentive plan for the fiscal year
      in which Termination occurs or, if the Company has not specified a target
      bonus for such year, for the last year in which the Company had specified
      such a target bonus.

              


      

       

      
        	
                III.

              	
                EMPLOYMENT

              


      

       

      
        	
                 
      

              	
                3.01

              	
                EMPLOYMENT.  Except
      as otherwise provided in the Agreement, the Company hereby agrees to
      continue Employee in its employ, and Employee hereby agrees to remain in
      the employ of the Company for the Employment Period.  During the
      Employment Period, Employee shall exercise such position and authority and
      perform such responsibilities as are commensurate with the position to
      which he is assigned and as directed by his
  supervisor.

              


      

       

      
        	
                 
      

              	
                3.02

              	
                BEST
      EFFORTS AND OTHER EMPLOYMENT OBLIGATIONS OF EMPLOYEE; BUSINESS EXPENSES
      AND OFFICE AND OTHER SERVICES.

              


      

       

      
        	
                 
      

              	
                a.

              	
                During
      the Employment Period, Employee agrees that he will at all times
      faithfully, industriously and to the best of his ability, experience and
      talents, perform all of the duties that may be required of and from him
      pursuant to the express and implicit terms hereof, to the reasonable
      satisfaction of the Company.  Said duties shall be rendered at
      Houston, Texas, and such other place or places within or without the State
      of Texas as the Company and Employee shall
  agree.

              


      

       

      
        	
                 
      

              	
                b.

              	
                During
      the Employment Period, Employee shall devote his normal and regular
      business time, attention and skill to the business and interests of the
      Company, and the Company shall be entitled to all of the benefits, profits
      or other issue arising from or incident to all work, services and advice
      of Employee performed for the Company.  Such employment shall be
      considered “full time” employment.  Employee shall also have the
      right to devote such incidental and immaterial amounts of his time which
      are not required for the full and faithful performance of his duties
      hereunder to any outside activities and businesses which are not being
      engaged in by the Company and which shall not otherwise interfere with the
      performance of his duties hereunder.  Notwithstanding the
      foregoing, it shall not be a violation of the Agreement for Employee to
      (i) serve on corporate, civic or charitable boards or committees, (ii)
      deliver lectures, fulfill speaking engagements or teach at educational
      institutions and (iii) manage personal investments, so long as such
      activities do not significantly interfere with the performance of
      Employee’s responsibilities
  hereunder.  Employee

              


      

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                shall
      have the right to make investments in any business provided such
      investment does not result in a violation of Article V of the
      Agreement.

              


      

       

      
        	
                 
      

              	
                c.

              	
                Employee acknowledges
      and agrees that, in connection with his employment relationship with the
      Company, Employee owes a fiduciary duty to the Company.  In
      keeping with these duties, Employee shall make full disclosure to the
      Company of all business opportunities pertaining to the Company’s business
      and shall not appropriate for Employee’s own benefit business
      opportunities concerning the subject matter of the fiduciary
      relationship.

              


      

       

      
        	
                 
      

              	
                d.

              	
                During
      and after the Employment Period, Employee agrees not to make any
      disparaging comments about the Company, any affiliates, or any current or
      former officer, director or employee of the Company or any affiliate or to
      take any action (or assist any person in taking any other action), in each
      case, that is materially 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 nothing in the Agreement shall
      apply to or restrict in any way the communication of information by
      Employee to any state or federal law enforcement agency or require notice
      to the Company thereof, and Employee will not be in breach of the covenant
      contained above solely by reason of his testimony which is compelled by
      process of law.  During and after the Employment Period, the
      Company and its affiliates, officers and directors agree to refrain from
      any disparaging comments about Employee; provided, however, that nothing
      in the Agreement shall apply to or restrict in any way the communication
      of information by the Company and its affiliates, officers and directors
      to any state or federal law enforcement agency or require notice to
      Employee thereof, and the Company and its affiliates, officers and
      directors will not be in breach of the covenant contained above solely by
      reason of testimony which is compelled by process of
      law.  Nothing in this Section, express or implied, is intended
      to or shall confer upon any person other than Employee, the Company or any
      subsidiary or affiliate of the Company any right benefit or remedy of any
      nature whatsoever under or by reason of this
  Agreement.

              


      

       

      
        	
                 
      

              	
                e.

              	
                During
      the Employment Period, Employee shall be entitled to receive prompt
      reimbursement for all reasonable expenses incurred by Employee in
      accordance with the most favorable policies, practices and procedures of
      the Company as in effect from time to time.  Such reimbursement
      shall be made subject to the terms and conditions of the Company’s policy
      on the earlier of (i) the date specified in the Company’s policy or (ii)
      to the extent the reimbursement is taxable and subject to Section 409A (as
      defined in Section 6.04), no later than December 31 of the calendar year
      next following the calendar year in which the expense was
      incurred.

              


      

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                f.

              	
                During
      the Employment Period, the Company shall furnish Employee with office
      space, secretarial assistance and such other facilities and services as
      shall be suitable to Employee’s position and adequate for the performance
      of Employee’s duties hereunder.

              


      

       

      
        	
                 
      

              	
                3.03

              	
                TERM
      AND EMPLOYMENT PERIOD.  The period of Employee’s employment with
      the Company (the “Employment Period”) that commenced in accordance with
      the terms of the Prior Agreement will end on the date of Employee’s
      termination of employment.  The term of this Agreement shall
      commence on the Effective Date and end at 12:00 o’clock midnight on
      February 28, 2010; thereafter, the term of the Agreement will be
      automatically extended for successive terms of one (1) year commencing on
      February 28th
      of each year; unless the Company or Employee gives written notice to the
      other that the Agreement will not be renewed or continued after the next
      scheduled expiration date which is not less than one (1) year after the
      date that the notice of non-renewal was given.  Notwithstanding
      the above, this Agreement will automatically expire at the end of the term
      during which Employee attains age 65.  Immediately upon
      termination of employment with the Company, Employee agrees to resign from
      all officer and director positions held with the Company and its
      affiliates.

              


      

       

      
        	
                 
      

              	
                3.04

              	
                COMPENSATION
      AND BENEFITS.  During the Employment Period, Employee shall
      receive the following compensation and
benefits:

              


      

       

      
        	
                 
      

              	
                a.

              	
                The
      Company shall pay or cause to be paid to Employee an annual base salary of
      not less than the amount in effect as of the Effective Date, with the
      opportunity for increases, from time to time thereafter, which are in
      accordance with the Company’s regular executive compensation practices
      (such salary, as in effect from time to time, the “Annual Base
      Salary”).  The Board will review the Annual Base Salary at least
      annually.

              


      

       

      
        	
                 
      

              	
                b.

              	
                Employee
      will be eligible to participate on a reasonable basis , subject to the
      Company’s discretion as to the level of actual awards, in annual bonus,
      stock option, equity and incentive compensation plans which provide
      opportunities to receive compensation in addition to his Annual Base
      Salary which are at least equal to the opportunities provided by the
      Company for executives with comparable duties.  Employee will be
      eligible to participate in the Company’s annual bonus incentive plan at a
      target award level of not less than 60% of Annual Base
      Salary.  The Company agrees that during and after the term of
      this Agreement, the provisions of any equity award between Employee and
      the Company, whether outstanding at the Effective Date or subsequently
      awarded, shall be deemed modified by the express provisions of this
      Agreement pertaining to equity awards including, but not limited to,
      vesting, and, for purposes of determining whether a stock option award is
      forfeited due to “serious misconduct,” serious misconduct shall be
      determined in accordance with the standards and definition of “Cause” as
      defined herein.

              


      

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                c.

              	
                Employee
      will be entitled to receive and participate in employee benefits
      (including, but not limited to, medical, life, health, accident and
      disability insurance and disability benefits) and perquisites which are at least equal to those provided
      by the Company to executives with
      comparable duties.

              


      

       

      
        	
                 
      

              	
                d.

              	
                Employee
      will receive paid vacation days each year to the same extent as provided
      to executives with comparable duties,
      in accordance with Company policy and
practices.

              


      

       

      
        	
                 
      

              	
                e.

              	
                The
      Company shall pay or cause to be paid to Employee a monthly automobile
      allowance in an amount not less than
$750.00.

              


      

       

      
        	
                 
      

              	
                f.

              	
                Employee
      will participate, or if dependent on Employee’s election, will be eligible
      to participate in all other executive
      incentive stock and benefit plans approved and offered by the
      Company.

              


      

       

      
        	
                 
      

              	
                3.05

              	
                TERMINATION
      WITHOUT CHANGE IN CONTROL.  Notwithstanding anything herein to
      the contrary, the Company shall have the right to terminate Employee’s
      employment at any time during the Employment Period.  In the
      event of a Termination that does not otherwise entitle Employee to
      payments and benefits under Article IV, the Company shall, sixty (60) days
      following such Termination, or at such other time(s) specified in this
      Section 3.05 or Section 6.04, and in exchange for a full and complete
      release of claims against the Company, its affiliates, officers and
      directors (“Release”), pay or provide (or cause to be paid or provided) to
      Employee (or his designee or estate, as determined under Section 6.10, in
      the event of death after Termination and prior to satisfaction of the
      Company’s obligations in this Section 3.05):

              


      

       

      
        	
                 
      

              	
                a.

              	
                An amount equal to one (1) full year of his
      base salary, which base salary is here defined as the greater of (i) twelve (12) times the gross
      monthly salary in effect for Employee  immediately preceding his
      date of Termination or (ii) the highest annual base salary paid to
      Employee during any of the three (3) years immediately preceding his date
      of Termination.  Upon payment of this amount, there shall be
      deducted only such minimum amounts as may be required by law to be
      withheld for taxes and other applicable
  deductions.

              


      

       

      
        	
                 
      

              	
                b.

              	
                The
      Company shall provide to Employee for
      a period of one (1) full year following the date of his Termination,
      health care, life, accident and disability insurance which are not less
      than the highest benefits furnished to Employee during the term of the
      Agreement at a cost to Employee as if he had remained a full time
      employee.  If Section 6.04a. applies to the provision of any of
      the insurance described in this Section 3.05b., then Employee shall pay
      the cost of such insurance premiums in the amount and for the period of
      time proscribed by the application of Section 6.04a., subject to
      reimbursement by the Company as described
  therein.

              


      

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                c.

              	
                An
      amount equal to the sum of (i) the Target Bonus, plus (ii) if Employee
      experiences a Termination on or after January 1st, but before the date on
      which awards are paid, if any, pursuant to achievement of performance
      goals set under the Company's annual bonus incentive plan for the year
      immediately preceding the year in which Employee's Termination occurs, an
      amount, subject to the Company's discretion as set forth under the
      Company's annual bonus incentive plan and paid at the same time the
      Company pays bonuses to similarly situated employees under such plan,
      equal to the amount Employee would have earned if Employee had remained
      employed with the Company until the date such awards would otherwise have
      been paid, plus (iii) a pro-rata portion of the award for the year in
      which Termination occurs, if any, earned by the achievement of performance
      goals set under the Company’s annual bonus incentive plan and paid at the
      same time the Company pays bonuses to similarly situated employees under
      such plan; provided, however, that if Employee has timely deferred his
      applicable award under a Company plan, such payment due Employee under
      this subparagraph shall be paid in accordance with the terms of the
      deferral.

              


      

       

      
        	
                 
      

              	
                d.

              	
                All
      stock options and awards to which Employee is entitled will immediately
      vest and the time for exercising any option will extend for 120 days
      following such termination of employment, or such later date as shall be
      specified in the applicable plan and award agreement; provided, however,
      that in no event shall the time for exercising an option extend beyond the
      original term of the option.

              


      

       

      
        	
                 
      

              	
                e.

              	
                The “Compensation and Benefits” Section hereof
      shall be applicable in determining the payments and benefits due Employee
      under this Section and if Termination occurs after a reduction in all or
      part of Employee’s total compensation or benefits, the lump sum severance
      allowance and other compensation and benefits payable to him pursuant to
      this Section shall be based upon his compensation and benefits before the
      reduction.

              


      

       

      
        	
                 
      

              	
                f.

              	
                If any provision of this Section cannot, in whole
      or in part, be implemented and carried out under the terms of the
      applicable compensation, benefit or other plan or arrangement of the
      Company because Employee has ceased to be an actual employee of the
      Company, due to insufficient or reduced credited service based upon his
      actual employment by the Company or because the plan or arrangement has
      been terminated or amended after the Effective Date, or for any other
      reason, the Company itself shall pay or otherwise provide the equivalent
      of such rights, benefits and credits for such benefits to Employee, his
      dependents, beneficiaries and estate as if Employee’s employment had not
      been terminated.

              


      

       

      
        	
                 
      

              	
                g.

              	
                All life, health, hospitalization, medical and
      accident benefits available to Employee’s spouse and dependents shall
      continue for the same term
as

              


      

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Employee’s benefits.  If Employee dies
      after Termination, any such benefits will continue for a term of one (1)
      year (or two (2) years if Article IV applies) after the date of death of
      Employee.  If Section 6.04a. applies to the provision of any
      of the insurance coverage described in this Section 3.05g., then Employee
      shall pay the cost of such insurance
      premiums in the amount and for the period of time proscribed by the
      application of Section 6.04a. and subject to reimbursement by the Company
      described therein.

              


      

       

      
        	
                 
      

              	
                h.

              	
                The
      Company’s obligation under this Section to pay or provide health care,
      life, accident and disability insurance to Employee, Employee’s spouse and
      Employee’s dependents shall be reduced when and to the extent any such
      benefits are paid or provided to Employee by another employer; provided,
      however, that Employee shall have all rights, if any, afforded to retirees
      to convert group life insurance coverage to the individual life insurance
      coverage as, to the extent of, and
      whenever his group life insurance coverage under this Section is reduced
      or expires.  Apart from this subparagraph, Employee shall have
      and be subject to no obligation to
mitigate.

              


      

       

      
        	
                 
      

              	
                i.

              	
                The
      Company shall deduct applicable withholding taxes in performing its
      obligations under this Section.

              


      

       

      A sample
form of Release is attached as Exhibit A.  Employee acknowledges that
the Company retains the right to modify the required form of the Release as the
Company deems necessary in order to effectuate a full and complete release of
claims against the Company, its affiliates, officers and
directors. Notwithstanding any provision herein to the contrary, if
Employee has not delivered to the Company an executed Release on or before the
fiftieth (50th) day
after the date of Termination, Employee shall forfeit all of the payments and
benefits described in this Section 3.05 subject to Employee’s rights under
Section 6.01b.; provided, however, that Employee shall not forfeit such amounts
if the Company has not delivered to Employee the required form of Release on or
before the 25th day following the date of Termination.

       

      Nothing
in this Section is intended, nor shall be deemed or interpreted, to be an
amendment to any compensation, benefit or other plan of the Company.  In the event of
Employee’s Termination without a Change in Control, Employee is entitled only to
the termination payments and benefits described in this Section 3.05, other than
the benefit, if any, described in Section 3.05c.(ii), pursuant to this
Agreement, without limiting rights, if any, under any other plan or
arrangement.  To the extent the Company’s performance
under this Section includes the performance of the Company’s obligations to
Employee under any other plan or under another agreement between the Company and
Employee, the rights of Employee under such other plan or other agreement, which
are discharged under the Agreement, are discharged, surrendered, or released
pro tanto.

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      IV.           CHANGE
IN CONTROL

       

      
        	
                 
      

              	
                4.01

              	
                EXTENSION
      OF EMPLOYMENT PERIOD.  The Employment Period and term of this
      Agreement shall be immediately and without further action extended for a
      term of two (2) years following the effective date of the Change in
      Control and will expire at 12:00 o’clock midnight on the last day of the
      month following two (2) years after the Change in Control; provided,
      however, that if the Change in Control is solely on account of a Merger
      Protection Change in Control, the Employment Period and term of this
      Agreement shall be extended for one (1) year following the effective date
      of the Merger Protection Change in Control.  Thereafter, the
      Employment Period and term of this Agreement will be extended for
      successive terms of one (1) year each, unless terminated, all in the
      manner specified in Section 3.03.

              


      

       

      
        	
                 
      

              	
                4.02

              	
                CHANGE
      IN CONTROL TERMINATION PAYMENTS AND BENEFITS.  In the event
      Employee has a Change in Control Termination, the Company shall pay or
      provide (or cause to be paid or provided) to Employee all of the payments
      and benefits specified in Section 3.05 (the “Termination Without Change in
      Control” Section) at the same time and in the same manner therein
      specified except as amended and modified
below:

              


      

       

      
        	
                 
      

              	
                a.

              	
                The salary and benefits specified in Section 3.05a.
      will be paid based upon a multiple
      of two (2) years (instead of one (1)
  year).

              


      

       

      
        	
                 
      

              	
                b.

              	
                Life,
      health, accident and disability insurance specified in Section 3.05b.
      will be provided until (i) Employee becomes reemployed and receives
      similar benefits from a new employer or (ii) two (2) years after the date
      of the Change in Control Termination, whichever is
  earlier.

              


      

       

      
        	
                 
      

              	
                c.

              	
                An
      amount equal to two (2) times the Maximum Bonus, instead of the benefits
      provided in Section 3.05c. hereof.

              


      

       

      
        	
                 
      

              	
                d.

              	
                If
      Employee experiences a Termination on or after January 1st, but before the
      date on which awards are paid, if any, pursuant to achievement of
      performance goals set under the Company's annual bonus incentive plan for
      the year immediately preceding the year in which Employee's Termination
      occurs, an amount, subject to the Company's discretion as set forth under
      the Company's annual bonus incentive plan and paid at the same time the
      Company pays bonuses to similarly situated employees under such plan,
      equal to the amount Employee would have earned if Employee had remained
      employed with the Company until the date such awards would otherwise have
      been paid.

              


      

       

      
        	
                 
      

              	
                e.

              	
                Section
      3.05d. is modified such that the time for exercising any option will
      extend to the later of (i) the date that is two (2) years after the date
      of the Change in Control or (ii) the date that is 120 days after the date
      of Employee’s Change in Control Termination; provided, however, that in
      no

              


      

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                event
      shall the time for exercising an option extend beyond the original term of
      the option.

              


      

       

      In the
event of Employee’s Change in Control Termination or resignation under Section
4.03, Employee is entitled only to the termination payments and benefits
described in this Section 4.02.

       

      The
Parties agree that in the event of a Change in Control, no later than the date
of, but prior to, the Change in Control, the Company shall deposit the amounts
specified in Section 4.02a. and Section 4.02c. into an irrevocable grantor
trust, established by the Company prior to the Change in Control with a duly
authorized bank or corporation with trust powers (“Rabbi Trust”).  The
expenses of such Rabbi Trust shall be paid by the Company.  Any
amounts due to Employee under this Section 4.02 or Section 4.03 shall first be
satisfied by the Rabbi Trust and the remaining obligations shall be satisfied by
the Company at the same time and in the same manner described in Section
3.05.

       

      
        	
                 
      

              	
                4.03

              	
                VOLUNTARY
      RESIGNATION UPON CHANGE IN CONTROL.  Notwithstanding any
      provision herein to the contrary, if Employee voluntarily resigns his
      employment within six (6) months after a Change in Control that does not
      constitute a Merger Protection Change in Control (whether or not the
      Company may be alleging the right to terminate employment for Cause), the
      Company shall pay or provide (or cause to be paid or provided) to Employee
      the same payments, compensation and benefits as if he had had a Change in
      Control Termination on the date of resignation after Change in
      Control.

              


      

       

      
        	
                V.

              	
                NON
      COMPETITION AND PROTECTION OF CONFIDENTIAL
  INFORMATION

              


      

       

      
        	
                 
      

              	
                5.01

              	
                CONSIDERATION.  Employee
      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.  Employee, therefore, agrees that
      in exchange for the Company providing and continuing to provide trade
      secrets and other confidential information, Employee agrees to the
      non-competition and confidentiality obligations and covenants outlined in
      this Article V.

              


      

       

      
        	
                 
      

              	
                5.02

              	
                NON-COMPETITION.  In
      exchange for the consideration described above in Section 5.01, Employee
      agrees that during the Employment Period and for a period of six (6)
      months after the end of the Employment Period (unless his employment is
      terminated due to a Change in Control Termination with the right to
      receive payments and benefits under Article IV, in which event there will
      be no covenant not to compete and the noncompete covenants and obligations
      herein will terminate on the date of termination of Employee), Employee
      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

              


      

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                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:

              


      

       

      
        	
                 
      

              	
                a.

              	
                work
      for, become an employee of, invest in, provide consulting services to or
      in any way engage in any business which (i) is primarily engaged in the
      drilling and workover of oil and gas wells within the geographical area
      described in this Section 5.02 and (ii) actually competes to a substantial
      extent with the Company; or

              


      

       

      
        	
                 
      

              	
                b.

              	
                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
      Employee had direct or indirect supervision or control, within one (1)
      year preceding Employee’s termination of employment, 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 such termination from
      whom the Company had solicited business during such one (1) year;
      or

              


      

       

      
        	
                 
      

              	
                c.

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

              


      

       

      
        	
                 
      

              	
                d.

              	
                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 date of
      termination of employment of Employee with the Company or within two (2) years after
      such officer, director, employee or individual terminated employment with
      the Company, whichever period expires earlier; provided however, Employee
      can seek written consent from the Company to hire an officer, director,
      employee or individual who has terminated employment with the Company, and
      Company consent will not be unreasonably
  withheld.

              


      

       

      The
geographical area within which the non-competition obligations and covenants of
the Agreement 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 obligations
and covenants of the Agreement, has an office, a rig yard, a 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.

       


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      5.03           CONFIDENTIALITY/PROTECTION
OF INFORMATION.  Employee acknowledges that his employment with the
Company has in the past and will, of necessity, continue to provide him with
specialized knowledge which, if used in competition with the Company, or
divulged to others, could cause serious harm to the
Company.  Accordingly, Employee will not at any time during or after
his employment by the Company, directly or indirectly, divulge, disclose or
communicate to any person, firm or corporation in any manner whatsoever any
information concerning any matter affecting or relating to the Company or the
business of the Company.  While engaged as an employee of the Company,
Employee 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 Employee’s duties as an employee of the Company, and
Employee may not make use of any information of the Company after he is no
longer an employee of the Company.  Employee 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 arrangements, and sources of supply, is prima facie presumed to be
important, material and confidential information of the Company for the purposes
of the Agreement, except to the extent that such information may be otherwise
lawfully and readily available to or known by the general public, in any case
other than as a result of Employee’s breach of this
covenant.  Employee further agrees that he will, upon termination of
his employment with the Company, return to the Company all books, records, lists
and other written, electronic, typed or printed materials, whether furnished by
the Company or prepared by Employee, which contain any information relating to
the Company’s business, and Employee agrees that he will neither make nor retain
any copies of such materials after termination of
employment.  Notwithstanding any of the foregoing, nothing in the
Agreement shall prevent Employee from complying with applicable federal and/or
state laws.  Notwithstanding any of the foregoing, Employee will not
be liable for any breach of these confidentiality provisions (i) unless the same
constitutes a material detriment to the Company, or due to the nature of the
information divulged and the manner in which it was divulged and the person to
whom it was divulged it would likely cause material damage to the Company or
constitute a material detriment to the Company or (ii) if Employee discloses any
such information as required by any subpoena or other legal process or notice or
in any disposition, judicial or administrative hearing, or trial or arbitration
(though Employee shall, to the extent permitted, give the Company notice of any
such subpoena, process, or notice and will cooperate with all reasonable
requests of the Company to obtain a protective order regarding, or to narrow the
scope of, the information required to be disclosed).

       


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      5.04           COMPANY
REMEDIES FOR VIOLATION OF NON-COMPETITION OR CONFIDENTIALITY/PROTECTION OF
INFORMATION PROVISIONS.  Without limiting the right of the Company to
pursue all other legal and equitable rights available to it for violation of any
of the obligations and covenants made by Employee herein, it is expressly agreed
that:

       

      
        	
                 
      

              	
                a.

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

              


      

       

      
        	
                 
      

              	
                b.

              	
                the
      consideration provided by the Company under the Agreement is not
      illusory;

              


      

       

      
        	
                 
      

              	
                c.

              	
                the
      consideration given by the Company under the Agreement, including, without
      limitation, the provision and continued provision by the Company of trade
      secrets and other confidential information to Employee, gives rise to the
      Company’s interest in restraining and prohibiting Employee from engaging
      in the unfair competition prohibited by Section 5.02 and Employee’s
      promise not to engage in the unfair competition prohibited by Section 5.02
      is designed to enforce Employee’s consideration (or return promises),
      including, without limitation, Employee’s promise to not use or disclose
      confidential information or trade secrets;
and

              


      

       

      
        	
                 
      

              	
                d.

              	
                the
      injury suffered by the Company by a violation of any obligation or
      covenant in this Article V 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 Article V of the
      Agreement, accordingly:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Company shall be entitled to injunctive relief without the posting of a
      bond or other security to prevent violations thereof and to prevent
      Employee from rendering any services
      to any person, firm or entity in breach of such obligation or covenant and
      to prevent Employee 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 Employee, subject to the other provisions
      hereof.

              


      

       

      
        	
                 
      

              	
                5.05

              	
                TERMINATION
      OF BENEFITS FOR VIOLATION OF NON-COMPETITION AND
      CONFIDENTIALITY/PROTECTION OF INFORMATION PROVISIONS.  If
      Employee materially violates the confidentiality/protection of information
      and/or non-competition obligations and covenants herein or any other
      related agreement he may have signed as an employee of the Company,
      Employee agrees there shall be no obligation on the part of the Company to
      provide any payments or benefits

              


      

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (other
      than payments or benefits already earned or accrued) described in Section 3.05 of the Agreement, subject
      to the provision of Section 6.01
      hereof.  If Employee
      is terminated after a Change in Control with the right to receive
      payments and benefits under Article IV, there will be no withholding of benefits or payments due
      to a violation of the non-competition obligations hereof and Employee will
      not be bound by the non-competition provisions
    hereof.

              


      

       

      
        	
                 
      

              	
                5.06

              	
                REFORMATION
      OF SCOPE.  If the provisions of the confidentiality and/or
      non-competition obligations and covenants should ever be deemed by a court
      of competent jurisdiction to exceed the time, geographic or occupational
      limitations permitted by the applicable law, such court may reform such
      provisions to the maximum time, geographic or occupational limitations
      permitted by the applicable law.  Employee and the Company agree
      that such provisions as reformed shall be and are hereby binding and
      enforceable and the determination of whether Employee violated such
      obligation and covenant will be based solely on the limitation as
      reformed.

              


      

       

      
        	
                VI.

              	
                GENERAL

              


      

       

      
        	
                 
      

              	
                6.01

              	
                ENFORCEMENT
  COSTS.

              


      

       

      
        	
                 
      

              	
                a.

              	
                The Company is aware that upon the occurrence of a
      Change in Control, or under other circumstances even when a Change in
      Control has not occurred, the Board or a stockholder of the Company may
      then cause or attempt to cause the Company to refuse to comply with its
      obligations under the Agreement, or may cause or attempt to cause the
      Company to institute, or may institute, litigation seeking to have the
      Agreement declared unenforceable, or may take, or attempt to take other
      action to deny Employee the benefits intended under the Agreement; or
      actions may be taken to enforce the non-competition or confidentiality
      provisions of the Agreement.  In these circumstances, the
      purpose of the Agreement could be frustrated.  It is the intent
      of the parties that Employee not be required to incur the legal fees and
      expenses associated with the protection or enforcement of his rights under
      the Agreement by litigation or other legal action because such costs would
      substantially detract from the benefits intended to be extended to
      Employee hereunder nor be bound to negotiate any settlement of his rights
      hereunder under threat of incurring such costs.  Accordingly, if
      at any time after the Effective Date, (x)(A) it should appear to Employee that
      (1) the Company is or has acted contrary to or is failing or has
      failed to comply with any of its obligations under the Agreement for the
      reason, (i) the Company regards the Agreement to be void or
      unenforceable, (ii) that Employee has violated the terms of the
      Agreement, or (iii) for any other reason, (2) that the Company
      (i) has purported to terminate, or is in the course of terminating
      Employee’s employment for Cause, or (ii) is withholding or is
      threatening to withhold payments or benefits, contrary to the Agreement,
      or (B) if the Company or any other person takes any action to declare
      the Agreement void or

              


      

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                unenforceable, or institutes any litigation or
      other legal action designed to deny, diminish or to recover from Employee
      the benefits provided or intended to be provided to him hereunder, and
      (y) Employee has acted in good faith to perform
      his obligations under the Agreement, then the Company irrevocably
      authorizes Employee from time to time to retain counsel of his choice at
      the expense of the Company to represent him in connection with the
      protection and enforcement of his rights hereunder including, without
      limitation, representation in connection with termination of his
      employment or withholding of benefits or payments contrary to the
      Agreement or with the initiation or defense of any litigation or any other
      legal action, whether by or against Employee or the Company or any
      director, officer, stockholder or other person affiliated with the
      Company, in any jurisdiction.  The Company shall not withhold
      the periodic payments of attorney’s fees and expenses hereunder based upon
      any belief or assertion by the Company that Employee has not acted in good
      faith or has violated the Agreement.  If the Company
      subsequently establishes to a court of competent jurisdiction that
      Employee was not acting in good faith and has violated the Agreement,
      Employee shall reimburse the Company for any and all amounts paid to
      Employee due to his actions not based on good faith and in violation of
      the Agreement.  The reasonable fees and expenses of counsel
      selected from time to time by Employee hereinabove provided shall be paid
      or reimbursed to Employee by the Company, on a regular, periodic basis
      within thirty (30) days after presentation by Employee of a statement or
      statements prepared by such counsel in accordance with its customary
      practices; provided however that any
      such statement must be presented to the Company no later than six (6)
      months after the expense was incurred.  Notwithstanding the
      foregoing, unless a Change in Control has occurred and Employee has
      experienced a termination of employment within two (2) years after such
      Change in Control, Employee shall be entitled to a maximum reimbursement
      of $50,000 in the calendar year in which Employee’s Termination occurs and
      $100,000 in each of the next two succeeding calendar years and any amount
      not used in one year shall not carry over to the next
      year.  The right to reimbursement pursuant to this
      Section 6.01a. is not subject to liquidation or exchange for another
      benefit.  Employee shall not be
      entitled to reimbursement under this Section 6.01 if he has executed a
      Release and the request for reimbursement relates to claims waived or
      released under the Release.

              


      

       

      
        	
                 
      

              	
                b.

              	
                If a bona fide dispute regarding the right to, or
      amount of, benefits potentially payable to Employee pursuant to this
      Agreement, failure to timely execute a Release as described in Section
      3.05 shall not cause the forfeiture of such benefits, pending a full or
      partial settlement of the matter between the Company and Employee or a
      final nonappealable judgment
thereon.

              


      

       


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                6.02

              	
                INCOME,
      EXCISE OR OTHER TAX LIABILITY.  Employee will be liable for and
      will pay all income tax liability by virtue of any payments made to
      Employee under this Agreement, as if the same were earned and paid in the
      normal course of business and not the result of a Change in Control and
      not otherwise triggered by the “golden parachute” or excess payment
      provisions of the Internal Revenue Code of 1986, as amended (the “Code”)
      as described below, which would cause additional tax liability to be
      imposed.

              


      

       

      
        	
                 
      

              	
                a.

              	
                Except
      as provided in Section 6.02b., if it is determined that any amount or
      payment in the nature of compensation (within the meaning of Section
      280G(b)(2) of the Code, or if not so defined therein, under such similar
      provision of the Code) paid or provided to or on behalf of Employee would
      be subject to the excise tax imposed by Section 4999 of the Code (“Excise
      Tax”), then the amount of “parachute payments” (as defined in Section 280G
      of the Code) payable or required to be provided to Employee shall be
      automatically reduced (a “Reduction”) to the minimum extent necessary to
      avoid imposition of such Excise Tax.  The parachute payments
      reduced shall be those that provide Employee the best economic benefit and
      to the extent any parachute payments are economically equivalent with each
      other, each shall be reduced pro
rata.

              


      

       

      
        	
                 
      

              	
                b.

              	
                Notwithstanding
      any provision herein to the contrary, if a Reduction under Section 6.02a.
      would result in the amount of parachute payments being reduced by ten
      percent (10%) or more of the aggregate parachute payments, then no
      Reduction shall apply and Employee shall be entitled to receive an
      additional payment (a “Gross-Up Payment”) in an amount such that, after
      payment (whether through withholding at the source or otherwise) by
      Employee of all federal, state or local taxes (including any interest or
      penalties imposed with respect to such taxes), including, without
      limitation, any income taxes (and any interest and penalties imposed with
      respect thereto), employment taxes and Excise Tax imposed upon the
      Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal
      to the Excise Tax imposed. For purposes of determining the amount of
      the Gross-Up Payment, Employee shall be deemed to pay federal income tax
      at the highest marginal rate of federal income taxation in the calendar
      year in which the Gross-Up Payment is to be made and state and local
      income taxes at the highest marginal rate of taxation in the state and
      locality of Employee’s residence on the date the Gross-Up Payment is
      otherwise paid, net of the maximum reduction in federal income taxes which
      could be obtained from deduction of such state and local
      taxes.  If the Excise Tax is subsequently determined to be less
      than the amount taken into account hereunder in calculating the Gross-Up
      Payment, Employee shall repay to the Company, within five (5) business
      days following the time that the amount of such reduction in the Excise
      Tax is finally determined, the portion of the Gross-Up Payment
      attributable to such reduction.  If the Excise Tax is determined
      to exceed

              


      

       


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                the
      amount taken into account hereunder in calculating the Gross-Up Payment
      (including by reason of any payment the existence or amount of which
      cannot be determined at the time of the Gross-Up Payment), the Company
      shall make an additional Gross-Up Payment in respect of such excess within
      five (5) business days following the time that the amount of such excess
      is finally determined.  Employee and the Company shall each
      reasonably cooperate with the other in connection with any administrative
      or judicial proceedings concerning the existence or amount of liability
      for Excise Tax with respect to the parachute
  payments.

              


      

       

      
        	
                 
      

              	
                c.

              	
                All
      determinations required to be made under this Section 6.02 shall be made
      by the accounting firm that was the Company’s independent auditor prior to
      the Change in Control or any other third party acceptable to Employee and
      the Company (the “Accounting Firm”).  The Accounting Firm shall
      provide detailed supporting calculations both to the Company and
      Employee.  All fees and expenses of the Accounting Firm shall be
      borne solely by the Company.  Absent manifest error, any
      determination by the Accounting Firm shall be binding upon the Company and
      Employee.  The Gross-Up Payment to Employee, if any, shall be
      made as soon as practicable after the date of the “parachute payment” to
      which such Gross-Up Payment relates and no later than December 31st of the
      year following the year during which Employee remits the related Excise
      Tax.

              


      

       

      
        	
                 
      

              	
                d.

              	
                Employee
      will cooperate with the Company to minimize the tax consequences to
      Employee and to the Company so long as the actions proposed to be taken by
      the Company do not cause any additional tax consequences to Employee and
      do not prolong or delay the time that payments are to be made, or reduce
      the amount of payments to be made, unless Employee consents in writing to
      any delay or deferment of payment.

              


      

       

      Employee
shall notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of the Gross-Up
Payment.  Such notification shall be given as soon as practicable but
no later than 10 business days after Employee is informed in writing of such
claim and shall apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid.  Employee shall not pay such
claim prior to the expiration of the 30 day period following the date on which
it gives such notice to the Company (or such shorter period ending on the date
that any payment of taxes with respect to such claim is due).  If the
Company notifies Employee in writing prior to the expiration of such period that
it desires to contest such claim, Employee shall:

       

      1.           give
the Company any information reasonably requested by the Company relating to such
claim;

       


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      2.           take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company;

       

      3.           cooperate
with the Company in good faith in order to effectively contest such claim;
and

       

      4.           permit
the Company to participate in any proceedings relating to such
claim;

       

      provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold Employee harmless, on an after tax basis,
for any Excise Tax, employment tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.  Without limitation of the foregoing
provisions of this Section 6.02, the Company shall control all proceedings taken
in connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct Employee to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and Employee agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Employee to pay such
claim and sue for a refund, the Company shall advance to Employee the amount of
such payment as an additional payment (the “Supplemental Payment”) (subject to
possible repayment as provided in the next paragraph) as soon as practicable but
no later than the date that any payment of taxes with respect to such claim is
due.  Notwithstanding the foregoing, if, due to the prohibitions of
section 402 of the Sarbanes-Oxley Act of 2002 or any applicable law, the Company
may not advance the Supplemental Payment to Employee, the Company shall instead
reimburse the Supplemental Payment to Employee, as soon as practicable and as
permitted by applicable law but no later than 30 days after Employee makes such
payment.  The Company shall indemnify and hold Employee harmless, on
an after tax basis, from any Excise Tax, employment tax or income tax (including
interest or penalties with respect thereto) imposed with respect to the
Supplemental Payment or with respect to any imputed income with respect thereto;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of Employee with respect to which such
contested amount is claimed to be due is limited solely to such contested
amount.  Furthermore, the Company’s control of the contest shall be
limited to issues with respect to which a Gross Up Payment or
Supplemental

       


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      Payment
would be payable hereunder and Employee shall be entitled to settle or contest,
as the case may be, any other issue raised by the Internal Revenue Service or
any other taxing authority.

       

      If, after
the receipt by Employee of an amount provided by the Company pursuant to the
foregoing provisions of this Section 6.02, Employee becomes entitled to receive
any refund with respect to such claim, Employee shall (subject to the Company
complying with the requirements of this Section 6.02) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto).

       

      
        	
                 
      

              	
                6.03

              	
                PAYMENT
      OF BENEFITS UPON TERMINATION FOR CAUSE.  If the termination of
      Employee is not within two (2) years after a Change in Control and is for
      Cause, the Company will have the right to withhold all payments other than
      (i) what is accrued and owing under
      the terms of any employee benefit plan maintained by the Company, and (ii) those specified in Section 6.01;
      provided however, that if a final judgment is entered finding that Cause
      did not exist for Employee’s termination, the Company will pay all
      benefits to Employee to which he would have been entitled had Employee’s
      termination not been for Cause, plus
      interest on all amounts withheld from Employee at the rate specified for
      judgments under Article 5069-1.05 V.A.T.S. but not less than ten percent
      (10%) per annum.  If the termination for Cause occurs within two (2) years after
      a Change in Control (other than a Merger Protection Change in Control) or
      within one (1) year after a Merger Protection Change in Control, the
      Company shall not have the right to suspend or withhold payments to
      Employee under any provision of the Agreement until or unless a final
      judgment is entered upholding the Company’s determination that the
      termination was for Cause, in which event Employee will be liable to the
      Company for all amounts paid, plus interest at the rate allowed for
      judgments under Article 5069-1.05
V.A.T.S.

              


      

       

      
        	
                 
      

              	
                6.04

              	
                SECTION
      409A.  The Agreement is intended to comply with the provisions
      of Section 409A of the Code and applicable Treasury authorities (“Section
      409A”) and, wherever possible, shall be construed and interpreted to
      ensure that any payments that may be paid, distributed provided,
      reimbursed, deferred or settled under this Agreement will not be subject
      to any additional taxation under Section 409A.  Notwithstanding
      any provision of the Agreement to the contrary, the following provisions
      shall apply for purposes of complying with Section
  409A:

              


      

       

      
        	
                 
      

              	
                a.

              	
                With
      respect to life insurance coverage, Employee shall pay the full cost of
      such coverage and the Company shall reimburse to Employee the amount of
      the cost of the coverage that is excess of the then active employee cost
      for such coverage.  With respect to any group health plan, for
      the period of time during which Employee would be entitled (or would, but
      for this Agreement, be entitled) to continuation coverage under a group
      health plan of the Company under Section 4980B of the Code if Employee
      elected such coverage and paid the applicable
  premiums

              


      

       


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (generally,
      18 months), Employee shall pay the then active employee cost of the
      benefits as determined under the then current practices of the Company on
      a monthly basis, and thereafter, Employee shall pay the full cost of the
      benefits as determined under the then current practices of the Company on
      a monthly basis, provided that the Company shall reimburse Employee the
      excess of costs, if any, above the then active employee cost for such
      benefits.  Any reimbursements by the Company to
      Employee  required under this paragraph shall be made on a
      regular, periodic basis within thirty (30) days after such reimbursable
      amounts are incurred by Employee; provided that, before such
      reimbursement, Employee has submitted or the Company possesses the
      applicable and appropriate evidence of such expense(s).  Any
      reimbursements provided during one taxable year of Employee shall not
      affect the expenses eligible for reimbursement in any other taxable year
      of Employee (with the exception of applicable lifetime maximums applicable
      to medical expenses or medical benefits described in Section 105(b) of the
      Code) and the right to reimbursement under this paragraph shall not be
      subject to liquidation or exchange for another benefit or
      payment.

              


      

       

      
        	
                 
      

              	
                b.

              	
                Notwithstanding
      anything herein to the contrary, if Employee is a “specified employee,” as
      such term is defined in Section 409A, at the time of his termination of
      employment, any payments, reimbursements or benefits payable as a result
      of Employee’s Termination or Change in Control Termination shall not be
      payable before the earlier of (i) the date that is six months after
      Employee’s Termination or Change in Control Termination, as applicable,
      (ii) the date of Employee’s death, or (iii) the date that otherwise
      complies with the requirements of Section 409A.  Any payments or
      reimbursements that otherwise would have been paid following Employee’s
      Termination and that are subject to this delay of payment under Section
      409A shall, during such delay period, be accumulated and paid in a lump
      sum at the earliest date which complies with the requirements of Section
      409A.  In the case of a Change in Control Termination, such
      amounts shall be accumulated in the grantor trust as provided in Section
      4.02 and paid in a lump sum as provided in Section 4.02, at the earliest
      date which complies with the requirements of Section
  409A.

              


      

       

      
        	
                 
      

              	
                c.

              	
                Employee
      and the Company agree that no revision of the Agreement intended to comply
      with the terms of Section 409A and to avoid imposition of the applicable
      tax thereunder shall be deemed to adversely affect Employee’s rights or
      benefits in the Agreement.

              


      

       

      
        	
                 
      

              	
                d.

              	
                The
      Parties agree to cooperate to the fullest extent in pursuit of any
      available corrective relief, as provided under the terms of Internal
      Revenue Service Notice 2008-113 or any corresponding subsequent guidance,
      from the Section 409A additional income tax and premium interest
      tax.

              


      

       


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                6.05

              	
                REFORMATION
      DUE TO LAW DEVELOPMENTS.  Employee acknowledges that the
      Company’s tax consequences as a result of Employee’s compensation under
      this Agreement are of significant interest to the Company and that
      developments involving relevant tax laws, rules and regulations could
      unfavorably impact the Company’s tax consequences.  Employee
      agrees that he is obligated to consider in good faith any proposal by the
      Company to revise or reform his compensation structure hereunder if the
      Company advises Employee that such compensation structure has or will
      result in unfavorable tax consequences to the
  Company.

              


      

       

      
        	
                 
      

              	
                6.06

              	
                NON-EXCLUSIVE
      AGREEMENT.  The specific arrangements referred to herein are not
      intended to exclude or limit Employee’s participation in other benefits
      available to Employee or personnel of the Company generally, or to
      preclude or limit other compensation or benefits as may be authorized by
      the Board at any time, or to limit or reduce any compensation or benefits
      to which Employee would be entitled but for the
  Agreement.

              


      

       

      
        	
                 
      

              	
                6.07

              	
                NOTICES.  Notices,
      requests, demands and other communications provided for by the Agreement
      shall be in writing and shall either be personally delivered by hand or
      sent by: (i) Registered or Certified Mail, Return Receipt Requested,
      postage prepaid, properly packaged, addressed and deposited in the United
      States Postal System; (ii) via facsimile transmission or electronic mail,
      if the receiver acknowledges receipt; or (iii) via Federal Express or
      other expedited delivery service provided that acknowledgment of receipt
      is received and retained by the deliverer and furnished to the sender, if
      to Employee, at the last address he has filed, in writing, with the
      Company, or if to the Company, to its Corporate Secretary at its principal
      executive
  offices.

              


      

       

      
        	
                 
      

              	
                6.08

              	
                NON-ALIENATION.  Employee
      shall not have any right to pledge, hypothecate, anticipate, or in any way
      create a lien upon any amounts provided under the 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 Employee lives, no person, other than the
      Parties hereto, shall have any rights under or interest in the Agreement
      or the subject matter hereof. Upon the death of Employee, his beneficiary
      designated under Section 6.10 or, if none, his executors, administrators,
      devisees and heirs, in that order, shall have the right to enforce the
      provisions hereof, to the extent
applicable.

              


      

       

      
        	
                 
      

              	
                6.09

              	
                ENTIRE
      AGREEMENT; AMENDMENT.  This Agreement constitutes the entire
      agreement of the Parties with respect of the subject matter
      hereof.  The Prior Agreement is hereby superseded and revoked by
      execution of the Agreement.  No provision of the Agreement may
      be amended, waived, or discharged except by the mutual written agreement
      of the Parties.  The consent of any other person(s) to any such
      amendment, waiver or discharge shall not be
  required.

              


      

       


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                6.10

              	
                SUCCESSORS
      AND ASSIGNS.  The Agreement shall be binding upon and inure to
      the benefit of the Company, its successors and assigns, by operation of
      law or otherwise, including, without limitation, any corporation or other
      entity or persons which shall succeed (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all
      of the business and/or assets of the Company, and the Company will require
      any successor, by agreement in form and substance satisfactory to
      Employee, expressly to assume and agree to perform the
      Agreement.  Except as otherwise provided herein, the Agreement
      shall be binding upon and inure to the benefit of Employee and his legal
      representatives, heirs and assigns; provided, however, that in the event
      of Employee’s death prior to payment or distribution of all amounts,
      distributions and benefits due him hereunder, if any, each such unpaid
      amount and distribution shall be paid in accordance with the Agreement to
      the person or persons designated by Employee to the Company to receive
      such payment or distribution and if Employee has made no applicable
      designation, to his estate.  If the Company should split, divide
      or otherwise become more than one entity, all liability and obligations of
      the Company shall be the joint and several liability and obligation of the
      parties.

              


      

       

      
        	
                 
      

              	
                6.11

              	
                GOVERNING
      LAW.  Except to the extent required to be governed by the laws
      of the State of Delaware because the Company is incorporated under the
      laws of said State, the validity, interpretation and enforcement of the
      Agreement shall be governed by the laws of the State of
    Texas.

              


      

       

      
        	
                 
      

              	
                6.12

              	
                VENUE.  To the extent permitted by applicable state or
      federal law, venue for all proceedings hereunder will be in the
      U.S. District Court for the Southern District of Texas, Houston
      Division.

              


      

       

      
        	
                 
      

              	
                6.13

              	
                HEADINGS.  The
      headings in the Agreement are inserted for convenience of reference only
      and shall not affect the meaning or interpretation of the
      Agreement.

              


      

       

      
        	
                 
      

              	
                6.14

              	
                SEVERABILITY.  If
      any provision or portion of the Agreement is determined to be invalid or
      unenforceable for any reason, the remaining provisions of the Agreement
      shall be unaffected thereby and shall
      remain in full force and effect.

              


      

       

      
        	
                 
      

              	
                6.15

              	
                PARTIAL
      INVALIDITY.  If any part, portion or section of the Agreement is
      determined to be invalid or unenforceable for any reason, the remaining
      provisions of the Agreement shall be unaffected thereby, shall remain in
      full force and effect and shall be binding upon the parties hereto, and
      the Agreement will be construed to give meaning to the remaining
      provisions of the Agreement in accordance with the intent of the
      Agreement.

              


      

       

      
        	
                 
      

              	
                6.16

              	
                COUNTERPARTS.  The
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed to be original, but all of which together constitute one and the
      same instrument.

              


      

       


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                6.17

              	
                NO
      WAIVER.  Employee’s or the Company’s failure to insist upon
      strict compliance with any provision of the Agreement or the failure to
      assert any right Employee or the Company may have hereunder, shall not be
      deemed to be a waiver of such provision or right or any other provision or
      right of the Agreement.

              


      

       

      


       

      IN
WITNESS WHEREOF, Employee has hereunto set his hand and, pursuant to the
authorization from its Board and the Compensation Committee of such Board, the
Company has caused these presents to be executed in its name and on its
behalf.

       

      EXECUTED
in multiple originals and/or counterparts as of the date set forth
below.

       

       

       

      
        
          
            
              
                
                  
                    
                      	 	/s/  KEVIN
      C. ROBERT                           
	 	  
      Kevin C. Robert
	 	 
	 	Date:   December
      31, 2008
	 	 
	 	 
	
                              ATTEST:

                            	
                              PRIDE
      INTERNATIONAL, INC.

                            
	 
      	 
      
	
                              
                                /s/  W.
      GREGORY
      LOOSER                                     
             

                              

                              W.
      Gregory Looser

                              Senior
      Vice President - Legal, Information Strategy and General
      Counsel

                            	
                              By:  /s/  LOUIS
      A.
      RASPINO                    
                    
              

                              Louis A. Raspino

                              President and Chief Executive
      Officer

                              Date:       December 31,
2008

                            


                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      Waiver
And Release

       

      Pursuant
to the terms of my Employment Agreement with Pride International, Inc. effective
December 31, 2008, and in exchange for the payment of $____________ which is the
cash amount payable pursuant to [Section _____] of the
Agreement and benefits as provided in [Section ______] of the
Agreement, as applicable (the “Separation Benefits”), I hereby waive all claims
against and release (i) Pride International, Inc. and its directors, officers,
employees, agents, insurers, predecessors, successors and assigns (collectively
referred to as the “Company”), (ii) all of the affiliates (including all
parent companies and all wholly or partially owned subsidiaries) of the Company
and their directors, officers, employees, agents, insurers, predecessors,
successors and assigns (collectively referred to as the “Affiliates”), and (iii)
the Company’s and its Affiliates’ employee benefit plans and the fiduciaries and
agents of said plans (collectively referred to as the “Benefit Plans”) from
any and all claims, demands, actions, liabilities and damages arising out of or
relating in any way to my employment with or separation from employment with the
Company and its Affiliates other than amounts due pursuant to [Section ____] of the
Agreement, rights under [Section ____] of the
Agreement and rights and benefits I am entitled to under the Benefit
Plans.  (The Company, its Affiliates and the Benefit Plans are
sometimes hereinafter collectively referred to as the “Released
Parties.”)

       

      I
understand that signing this Waiver and Release is an important legal
act.  I acknowledge that I have been advised in writing to consult an
attorney before signing this Waiver and Release.  I understand that,
in order to be eligible for the Separation Benefits, I must sign (and return to
the Company) this Waiver and Release before I will receive the Separation
Benefits.  I acknowledge that I have been given at least [__] days to
consider whether to accept the Separation Benefits and whether to execute this
Waiver and Release.

       

      In
exchange for the payment to me of the Separation Benefits, (1) I agree not
to sue in any local, state and/or federal court regarding or relating in any way
to my employment with or separation from employment with the Company and its
Affiliates, and (2) I knowingly and voluntarily waive all claims and
release the Released Parties from any and all claims, demands, actions,
liabilities, and damages, whether known or unknown, arising out of or relating
in any way to my employment with or separation from employment with the Company
and its Affiliates, except to the extent that my rights are vested under the
terms of any employee benefit plans sponsored by the Company and its Affiliates
and except with respect to 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, including the Older
Workers Benefit Protection Act of 1990; the Civil Rights Act of 1866, as
amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of
1990; the Workers Adjustment and Retraining Notification Act of 1988; the
Pregnancy Discrimination Act of 1978; the Employee Retirement Income Security
Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended; the Family and Medical Leave Act of 1993; the Fair Labor
Standards Act; the Occupational Safety and Health Act; the Texas Labor Code
§21.001 et. seq.; the Texas Labor Code; claims in connection with workers’
compensation, retaliation or “whistle blower” statutes; and/or contract, tort,
defamation, slander, wrongful termination or any other state or federal
regulatory, statutory or common law.  Further, I expressly represent
that no promise or agreement which is not expressed in this Waiver
and

       


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      Release
has been made to me in executing this Waiver and Release, and that I am relying
on my own judgment in executing this Waiver and Release, and that I am not
relying on any statement or representation of the Company or its Affiliates or
any of their agents. I agree that this Waiver
and Release is valid, fair, adequate and reasonable, is with my full knowledge
and consent, was not procured through fraud, duress or mistake and has not had
the effect of misleading, misinforming or failing to inform me.  I
acknowledge and agree that the Company will withhold minimum amount of any taxes
required by federal or state law from the Separation Benefits otherwise payable
to me.

       

      Notwithstanding
the foregoing, I do not release and expressly retain (a) all rights to
indemnity, contribution, and a defense, and directors and officers and other
liability coverage that I may have under any statute, the bylaws of the Company
or by other agreement; and (b) the right to any, unpaid reasonable business
expenses and any accrued benefits payable under any Company welfare plan or
tax-qualified plan or other Benefit
Plans.  For the avoidance of doubt, the term “Benefit Plans” includes
the Company’s Supplemental Executive Retirement Plan and any outstanding stock
option awards under an equity incentive plan.

       

      I
acknowledge that payment of the Separation Benefits is not an admission by any
one or more of the Released Parties that they engaged in any wrongful or
unlawful act or that they violated any federal or state law or
regulation.  I acknowledge that neither the Company nor its Affiliates
have promised me continued employment or represented to me that I will be
rehired in the future.  I acknowledge that my employer and I
contemplate an unequivocal, complete and final dissolution of my employment
relationship.  I acknowledge that this Waiver and Release does not
create any right on my part to be rehired by the Company or its Affiliates, and
I hereby waive any right to future employment by the Company or its
Affiliates.

       

      I
understand that for a period of 7 calendar days following the date that I sign
this Waiver and Release, I may revoke my acceptance of this Waiver and Release,
provided that my written statement of revocation is received on or before that
seventh day by [Name and/or
Title], [address], facsimile number:
______________, in which case the Waiver and Release will not become
effective.  If I timely revoke my acceptance of this Waiver and
Release, the Company shall have no obligation to provide the Separation Benefits
to me.  I understand that failure to revoke my acceptance of the offer
within 7 calendar days from the date I sign this Waiver and Release will result
in this Waiver and Release being permanent and irrevocable.

       

      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.  I acknowledge that this Waiver
and Release sets forth the entire understanding and agreement between me and the
Company and its Affiliates concerning the subject matter of this Waiver and
Release and supersede any prior or contemporaneous oral and/or written
agreements or representations, if any, between me and the Company or its
Affiliates.

       


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      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 its Affiliates which
occur after the date of the execution of this Waiver and Release.

       

      


       

      
        	 _________________________________________        	 	 ___________________________________
	 Employee’s
      Printed
      Name                                                                           	 	Company’s
      Representative
	_________________________________________	 	 ___________________________________
	Employee’s
      Signature                                                                           	 	Company’s Execution
      Date
	 _________________________________________	 	 
	Employee’s Signature
      Date	 	 


      

       

      


       

      
        
           


        

        
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