exv10w4






Exhibit 10.4




Form Stock Option Award (with additional provisions)




PRIDE INTERNATIONAL, INC.

2007 LONG-TERM INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AGREEMENT




          This option agreement (“Option Agreement” or “Agreement”) executed between PRIDE
INTERNATIONAL, INC. (the “Company”), and                      (the “Optionee”), an employee of the Company
or one of its Subsidiaries, regarding a right (the “Option”) awarded to the Optionee on
                     (the “Grant Date”) to purchase from the Company up to but not exceeding in the
aggregate ______ shares of Common Stock (as defined in the Pride International, Inc. 2007 Long-Term
Incentive Plan (the “Plan”)) at
$___.___ per share (the “Grant Price”), such number of shares and
such price per share being subject to adjustment as provided in the Plan, and further subject to
the following terms and conditions:




          1. Relationship to Plan and Employment Agreement.




          This Option is subject to all of the terms, conditions and provisions of the Plan and
administrative interpretations thereunder, if any, which have been adopted by the Committee and are
in effect on the date hereof. Except as defined herein, capitalized terms shall have the same
meanings ascribed to them under the Plan. In addition, the parties agree that notwithstanding any
provision herein to the contrary, this Agreement shall be deemed modified by the provisions of any
employment agreement between the Optionee and the Company, and vesting of this Award shall occur in
the event stock options and other awards specifically vest under such employment agreement. For
purposes of this Option Agreement:




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




          (b) “Early Retirement” means the Optionee’s termination of Employment on or after the date the
Optionee has (i) attained age 55 and (ii) completed 15 years of continuous Employment (measured
from the Optionee’s last date of hire by the Company or any of its Subsidiaries).




          (c) “Employment” means employment with the Company or any of its Subsidiaries.




          (d) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (e) “Option Shares” means the shares of Common Stock covered by this Option Agreement.




          (f) “Retirement” means the Optionee’s termination of Employment on or after attainment of age
65, or, if applicable to the Optionee, any earlier age specified as the Optionee’s Normal
Retirement Age under the Pride International, Inc. Supplemental Executive Retirement Plan.




 









 









          2. Exercise Schedule.




          (a) This Option may be exercised in installments in accordance with the following schedule:




	 	 	 	 	 
	 	 	Additional Percentage of Option
	Date
Vested
	 	Shares Available for Purchase
	First anniversary of the Grant Date
	 	 	33 1/3	%
	Second anniversary of the Grant Date
	 	 	33 1/3	%
	Third anniversary of the Grant Date
	 	 	33 1/3	%
	 
	 	 	100	%






          Except as provided in subparagraph (c) below, the Optionee must be in continuous Employment
from the Grant Date through the date of exercisability in order for the Option to become
exercisable with respect to additional shares of Common Stock on such date.




          (b) This Option shall become fully exercisable, irrespective of the limitations set forth in
subparagraph (a) above, provided that the Optionee has been in continuous Employment since the
Grant Date, upon the occurrence of:





     (i) a Change in Control;




     (ii) the Optionee’s Disability;




     (iii) the Optionee’s termination of Employment by reason of death; or




                (iv) upon the Optionee’s Termination (as defined in the Optionee’s employment
agreement with the Company and as in effect as of  
      the
Grant Date).



          (c) If Optionee’s termination of Employment is due to Retirement, this Option shall continue
to become exercisable in accordance with the schedule identified in subparagraph (a) above as if
the Optionee had remained in Employment until expiration of the Option.




          (d) To the extent the Option becomes exercisable, such Option may be exercised in whole or in
part (at any time or from time to time, except as otherwise provided herein) until expiration of
the Option pursuant to the terms of this Agreement or the Plan.




          3. Termination of Option




          The Option hereby granted shall terminate and be of no force and effect with respect to any
shares of Common Stock not previously purchased by the Optionee at the earliest time specified
below:




          (a) the tenth anniversary of the Grant Date;




          (b) if Optionee’s Employment is terminated by the Company or a Subsidiary for serious
misconduct (as determined by the Committee) at any time after the Grant Date, then the Option shall
terminate immediately upon such termination of Optionee’s Employment;




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          (c) if Optionee’s Employment is terminated for any reason other than death, Early Retirement,
Retirement, Disability or serious misconduct, then the Option shall terminate on the first business
day following the expiration of the 120-day period which began on the date of termination of
Optionee’s Employment;




          (d) if Optionee’s Employment is terminated due to (i) death at any time after the Grant Date
and while in the employ of the Company or its Subsidiaries or within 60 days after termination of
such Employment or (ii) Disability at any time after the Grant Date, then the Option shall
terminate on the first business day following the expiration of the one-year period which began on
the date of Optionee’s death, Retirement or Disability, as applicable;




          (e) if Optionee’s Employment is terminated due to Early Retirement or Retirement, then the
Option shall terminate on the first business day following the expiration of the three-year period
which began on the date of Optionee’s Early Retirement or Retirement, as applicable; or




          (f) in the event Optionee has a Change in Control Termination (as defined in Optionee’s
employment agreement with the Company and as in effect as of the Grant Date) then the Option shall
terminate on the later of (i) the date that is two years after the date of the Change in Control or
(ii) the date that is 120 days after the date of Optionee’s Change in Control Termination.




          Except as provided in Section 2(c) hereof, in any event in which the Option remains
exercisable for a period of time following the date of termination of Optionee’s Employment, the
Option may be exercised during such period of time only to the extent it was exercisable as
provided in Section 2 on such date of termination of Optionee’s Employment. Except as provided in
Section 2(c) hereof, the portion of the Option not exercisable upon termination shall terminate and
be of no force and effect upon the date of the Optionee’s termination of Employment.




          4. Exercise of Option




          Subject to the limitations set forth herein and in the Plan, this Option may be exercised by
written notice provided to the Company as set forth in Section 5. Such written notice shall (a)
state the number of shares of Common Stock with respect to which the Option is being exercised, (b)
be accompanied by cash or shares of Common Stock (not subject to limitations on transfer) or a
combination of cash and Common Stock payable to Pride International, Inc. in the full amount of the
purchase price for any shares of Common Stock being acquired and (c) be accompanied by cash or
Common Stock in the full amount of all federal and state withholding or other employment taxes
applicable to the taxable income of such Optionee resulting from such exercise (or instructions to
satisfy such withholding obligation by withholding Option Shares in accordance with Section 8);
provided, however, that any shares of Common Stock delivered in payment of the option price that
are or were the subject of an award under the Plan must be shares that the Optionee has owned for a
period of at least six months prior to the date of exercise. For the purpose of determining the
amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall
be valued at its Fair Market Value on the date of exercise.




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          Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will
not exercise the option granted pursuant hereto, and the Company will not be obligated to issue any
option shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of
such shares would constitute a violation by the Optionee or by the Company of any provision of any
law or regulation of any governmental authority or any stock exchange or transaction quotation
system. The Optionee agrees that, unless the options and shares covered by the Plan have been
registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company may, at its
election, require the Optionee to give a representation in writing in form and substance
satisfactory to the Company to the effect that he is acquiring such shares for his own account for
investment and not with a view to, or for sale in connection with, the distribution of such shares
or any part thereof.




          If any law or regulation requires the Company to take any action with respect to the shares
specified in such notice, the time for delivery thereof, which would otherwise be as promptly as
possible, shall be postponed for the period of time necessary to take such action.




          5. Notices




          Notice of exercise of the Option must be made in the following manner, using such forms as the
Company may from time to time provide:




          (a) by registered or certified United States mail, postage prepaid, to Pride International,
Inc., Attn: Corporate Secretary, 5847 San Felipe, Suite 3300, Houston, Texas 77057, in which case
the date of exercise shall be the date of mailing; or




          (b) by hand delivery or otherwise to Pride International, Inc., Attn: Corporate Secretary,
5847 San Felipe, Suite 3300, Houston, Texas 77057, in which case the date of exercise shall be the
date when receipt is acknowledged by the Company.




          Notwithstanding the foregoing, in the event that the address of the Company is changed prior
to the date of any exercise of this Option, notice of exercise shall instead be made pursuant to
the foregoing provisions at the Company’s current address.




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




          6. Assignment of Option




          Subject to the approval of the Committee, in its sole discretion, the Option may be
transferred by the Optionee to (i) the children or grandchildren of the Optionee (“Immediate Family
Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members
(“Immediate Family Member Trusts”) or (iii) a partnership or partnerships in which such Immediate
Family Members have at least 99% of the equity, profit and loss interests (“Immediate Family Member
Partnerships”). Subsequent transfers of transferred Options shall be prohibited except by will or
the laws of descent and distribution, unless such transfers are made to the original Optionee or a
person to whom the original Optionee could have made a



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transfer in the manner described herein. No transfer shall be effective unless and until
written notice of such transfer is provided to the Committee, in the form and manner prescribed by
the Committee. Following transfer, any such Options shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer, and, except as otherwise provided
herein, the term Optionee shall be deemed to refer to the transferee.




          After the death of the Optionee, exercise of the Option shall be permitted only by the
Optionee’s executor or the personal representative of the Optionee’s estate (or by his assignee, in
the event of a permitted assignment) and only to the extent that the option was exercisable on the
date of the Optionee’s death.




          7. Stock Certificates




          Certificates representing the Common Stock issued pursuant to the exercise of the Option will
bear all legends required by law and necessary or advisable to effectuate the provisions of the
Plan and this Option. The Company may place a “stop transfer” order against shares of the Common
Stock issued pursuant to the exercise of this Option until all restrictions and conditions set
forth in the Plan or this Agreement and in the legends referred to in this Section 7 have been
complied with.




          8. Withholding




          No certificates representing shares of Common Stock purchased hereunder shall be delivered to
or in respect of an Optionee unless the amount of all federal, state and other governmental
withholding tax requirements imposed upon the Company with respect to the issuance of such shares
of Common Stock has been remitted to the Company or unless provisions to pay such withholding
requirements have been made to the satisfaction of the Committee. The Committee may make such
provisions as it may deem appropriate for the withholding of any taxes which it determines is
required in connection with this Option. The Optionee may pay all or any portion of the taxes
required to be withheld by the Company or paid by the Optionee in connection with the exercise of
all or any portion of this Option by delivering cash, or, with the Committee’s approval, by
electing to have the Company withhold shares of Common Stock, or by delivering previously owned
shares of Common Stock, having a Fair Market Value equal to the amount required to be withheld or
paid. The Optionee may only request withholding Option Shares having a Fair Market Value equal to
the statutory minimum withholding amount. The Optionee must make the foregoing election on or
before the date that the amount of tax to be withheld is determined. If the Optionee is subject to
the short-swing profits recapture provisions of Section 16(b) of the Exchange Act, any such
election shall be subject to such other restrictions as may be established by the Committee in
order that satisfaction of withholding tax obligations with shares of Common Stock might be exempt
from the operation of Section 16(b) of the Exchange Act in whole or in part.




          9. Shareholder Rights




          The Optionee shall have no rights of a shareholder with respect to shares of Common Stock
subject to the Option unless and until such time as the Option has been exercised and ownership of
such shares of Common Stock has been transferred to the Optionee.




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          10. Successors and Assigns




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




          11. No Employment Guaranteed




          No provision of this Option Agreement shall confer any right upon the Optionee to continued
Employment.




          12. Governing Law




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




          13. Amendment




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



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