exv10w7




Exhibit 10.7




PRIDE INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




AMENDED

PARTICIPATION AGREEMENT




     THIS AMENDED PARTICIPATION AGREEMENT (this “Amended Participation Agreement”), originally
entered into effective as of August 12, 2004 (the “Effective Date”), and thereafter amended
effective as of January 28, 2005 and December 31, 2008, by and between Pride International, Inc.
(the “Company”), and Louis A. Raspino (the “Executive”);



WITNESSETH:




     WHEREAS, the Company has established the Pride International, Inc. Supplemental Executive
Retirement Plan, as amended and restated effective January 1, 2009 (the “Plan”), to generally
assist the Company and its Affiliates in retaining, attracting and providing a retirement benefit
to certain selected salaried officers and other key management employees; and



     WHEREAS, the Company and the Executive have entered into an amended and restated employment
agreement, effective as of December 31, 2008 (the “Employment Agreement”); and



     WHEREAS, the Committee has selected the Executive for participation in the Plan as more fully
described herein; and



     WHEREAS, the Company and the Executive previously entered into a participation agreement under
the Plan and desire to enter into this Amended Participation Agreement and to supersede any prior
agreements or understandings in their entirety; and



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the Company and the Executive agree to the form of this Amended Participation Agreement as follows:



     1. Reference to Plan. Terms not otherwise defined herein shall have the same meaning
as ascribed thereto in the Plan. This Amended Participation Agreement is being entered into in
accordance with and 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
still in effect on the date hereof. The Executive acknowledges he has received a copy of, and is
familiar with the terms of, the Plan which are hereby incorporated herein by reference.



     2. Benefit Percentage. As of the Effective Date and subject to the forfeiture and
vesting requirements of the Plan as supplemented by this Amended Participation Agreement, the
Executive is a Participant in the Plan and is entitled to a SERP Benefit equal to 50% of Final
Annual Salary, as described in Section 4 of the Plan, subject to the applicable reduction factor as
set forth in Section 4.8 of the Plan for payments provided before Executive’s Normal Retirement
Date.



 









 





     3. Vesting. The Executive’s contingent right to receive the SERP Benefit is fully
vested in accordance with the original vesting schedule.



     4. Early Retirement. As of the Effective Date, the Executive shall be deemed to have
met the Service requirement for purposes of determining eligibility for an Early Retirement Benefit
as provided in Section 4.2 of the Plan.



     5. Change in Control. To the extent the Executive is entitled to a supplemental
payment (a “gross up payment”) to be made pursuant to the Employment Agreement to the Executive as
necessary to offset or mitigate the impact of the golden parachute excise tax on the Executive,
such provision shall control with respect to any benefit paid to the Executive pursuant to Section
4.4 of the Plan.



     6. Minimum Normal Retirement Benefit. For purposes of Section 4.9(a) of the Plan, the
Executive’s Minimum Normal Retirement Benefit is $8,769,807.



     7. Retiree Medical Benefits. As of the date the Executive terminates employment with
any vested right to a SERP Benefit pursuant to the terms of the Plan and this Amended Participation
Agreement, whether or not the SERP Benefit commences on termination, the Executive shall be deemed
to have satisfied the eligibility requirements to be a qualifying retiree for retiree medical and
dental benefits. For this purpose, and regardless whether at such time the Company makes retiree
medical and dental coverage available to employees generally, retiree medical and dental coverage
shall be provided until the later of the Executive’s death or the death of Executive’s surviving
spouse (if any), shall extend to the Executive, his spouse (if any), and his eligible dependents
who were covered under the Company’s group health plan as of the date of termination of employment
(“Eligible Dependents”), and shall be at least as favorable as the group medical and dental
coverage offered by the Company to employees of the Company who serve in an executive capacity;
provided, however, that coverage shall (i) be suspended during any period the Executive is eligible
for and covered by other group medical coverage provided by another employer, (ii) at such time as
the Executive or the Executive’s spouse, as applicable, becomes eligible for and covered by
Medicare, be converted to Medicare Supplement coverage (providing coverage for deductibles and
coinsurance in excess of coverage under Medicare Part A and B or any successor to such parts), and
(iii) terminate with respect to Eligible Dependents, other than the Executive’s spouse, at such
time as the Eligible Dependents are no longer eligible for coverage under the terms of the group
medical plan maintained for active executives of the Company. The Executive, or if applicable, the
Executive’s surviving spouse, shall be responsible for the payment of the applicable premiums for
the cost of all coverage described in this paragraph at a rate not to exceed the cost to active
employees of the Company who serve in an executive capacity of the most comprehensive group medical
and dental coverage offered by the Company. Any benefits to the Executive’s spouse or surviving
spouse pursuant to this paragraph are available solely to the spouse to whom the Executive was
married on the date of termination. This eligibility shall commence at the time of the Executive’s
termination of employment or, if later, upon the expiration of continued health insurance coverage
as provided under the Employment Agreement.





-2-









 







     Notwithstanding the foregoing, the Executive 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 the Executive the excess of costs, if any, above the
then active employee cost for such benefits. Any reimbursements by the Company to the Executive
required under this paragraph shall be made on a regular, periodic basis within thirty (30) days
after such reimbursable amounts are incurred by the Executive. Any reimbursements provided during
one taxable year of the Executive shall not affect the expenses eligible for reimbursement in any
other taxable year of the Executive (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.



     8. Tax Provisions. The Executive agrees that the payor of the Plan benefit may take
whatever steps the payor, in its sole discretion, deems appropriate or necessary to satisfy state
and federal income tax, social security, Medicare, other tax withholding obligations arising out of
the benefits payable under this Amended Participation Agreement. The Executive acknowledges that
all payments and benefits hereunder are subject to delayed payment pursuant to Section 8.11 of the
Plan in compliance with Section 409A of the Code.



     9. Status of Participation Agreement. The benefits payable under this Amended
Participation Agreement shall be independent of, and in addition to, any other agreement relating
to the Executive’s employment that may exist from time to time between the parties hereto, or any
other compensation payable by the Employer to the Executive, whether salary, bonus or otherwise.
This Amended Participation Agreement shall not be deemed to constitute a contract of employment
between the parties hereto, nor shall any provision hereof, except as expressly stated, restrict
the right of the Employer to discharge the Executive or restrict the right of the Executive to
terminate the Executive’s employment.



     10. Entire Agreement. Except as otherwise provided in this paragraph 10, this Amended
Participation Agreement and the Plan constitute the entire understanding between the parties hereto
with respect to the subject matter hereof, and all promises, representations, understandings,
arrangements and prior agreements are superseded in their entirety by this Amended Participation
Agreement and the Plan. This Amended Participation Agreement may be amended, modified or
terminated, in whole or in part, at any time by a written instrument executed by both parties
hereto. Notwithstanding anything to the contrary in the Plan, this Amended Participation Agreement
may set forth specific terms or provisions modifying the terms of the Plan with respect to the
Executive, and the terms of this Amended Participation Agreement shall be controlling. Except as
explicitly provided in this paragraph 10, this Amended Participation Agreement is not intended to
constitute a waiver by the Executive of any rights or benefits that he may have under the
Employment Agreement and if any provision of the Employment Agreement is more favorable to the
Executive than the provisions of the Plan or this Amended Participation Agreement, such more
favorable provision of the Employment Agreement shall control.



     11. Severability. If, for any reason, any provision of this Amended Participation
Agreement is held invalid, in whole or in part, such invalidity shall not affect any other
provision of this Amended Participation Agreement not so held invalid, and each such other
provision shall to the full extent consistent with law continue in full force and effect. If this
Amended Participation Agreement or any portion thereof conflicts with
any law or regulation governing the activities of the Employer, this Amended Participation Agreement or
appropriate portion thereof shall be deemed invalid and of no force or effect.



-3-









 








     12. Governing Law. This Amended Participation Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.



     IN WITNESS WHEREOF, the parties have executed this Amended Participation Agreement (in
multiple copies) as of the date set forth below.



	 	 	 	 	 	 	 
	 	 	PRIDE INTERNATIONAL, INC.
	 
	 	 	 	 	 	 
	ATTEST:
	 	By	 	/s/ W. Gregory Looser
	 	 	 	 	 
	 
	 	 	 	W. Gregory Looser
	/s/ Brady Long
	 	 	 	Senior Vice President — Legal, Information
	Brady Long
	 	 	 	Strategy and General Counsel
	Chief Compliance Office and
	 	 
	Deputy General Counsel
	 	Date: 	12/31/08
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	/s/ Louis A. Raspino
	 	 	 	 	 
	 
	 	 	 	EXECUTIVE
	 
	 	 	 	 	 	 
	 
	 	 	 	Date:  	12/31/08
	 
	 	 	 	 	 






-4-