exv10w5






Exhibit 10.5




Form Restricted Stock Unit Award (with additional provisions)




PRIDE INTERNATIONAL, INC.

2007 LONG-TERM INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT




          This Restricted Stock Unit Agreement (“Agreement”) between PRIDE INTERNATIONAL, INC. (the
“Company”) and                      (the “Grantee”), an employee of the Company or one of its
Subsidiaries, regarding an award (“Award”) of                      units of Common Stock (as defined in the
Pride International, Inc. 2007 Long-Term Incentive Plan (the “Plan”), such Common Stock comprising
this Award referred to herein as “Restricted Stock Units”) awarded to the Grantee on                     
(the “Grant Date”), such number of Restricted Stock Units subject to adjustment as provided in
Section 16 of the Plan, and further subject to the following terms and conditions:




          1. Relationship to Plan and Employment Agreement.




          This Award is subject to all of the terms, conditions and provisions of the Plan and
administrative interpretations thereunder, if any, which have been adopted by the Committee
thereunder and are in effect on the date hereof. Except as defined herein, capitalized terms shall
have the same meanings ascribed to them under the Plan. 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 Grantee 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 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) “Employment” means employment with the Company or any of its Subsidiaries.




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




          (d) “Normal Dividend” means any dividend or distribution on the Common Stock other than a
Special Dividend.




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




          (f) “Special Dividend” means (i) a cash distribution with respect to a share of Common Stock
such that the aggregate of all such distributions (A) when combined with any other cash
distributions to shareholders previously made during the fiscal year exceeds the adjusted net
income of the Company and its Subsidiaries for the preceding fiscal year or




 









 







(B) when combined with
any other cash distributions to shareholders previously made during the fiscal year or during the
three prior fiscal years exceeds the adjusted net income of the Company and its Subsidiaries for
the four preceding years, or (ii) a non-cash distribution the value of which when combined with the
value of any other non-cash distribution to shareholders previously made in during the fiscal year
exceeds 10% of the value of the total assets of the Company and its Subsidiaries. This definition
shall be applied in accordance with the regulations and guidance under PBGC Regulation §
4043.31(a).




          2. Vesting Schedule.




          (a) This Award shall vest in installments in accordance with the following schedule:




	 	 	 	 	 
	 	 	Additional Percentage of
	Date Vested	 	Award Vested
	First anniversary of Grant Date
	 	 	33 1/3	%
	Second anniversary of Grant Date
	 	 	33 1/3	%
	Third anniversary of Grant Date
	 	 	33 1/3	%
	 
	 	 	100	%






          (b) All shares of Restricted Stock Units subject to this Award shall vest, irrespective of the
limitations set forth in subparagraph (a) above, provided that the Grantee has been in continuous
Employment since the Grant Date, upon the occurrence of:





     (i) a Change in Control;




     (ii) the Grantee’s Disability;




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




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



          (c) If the Grantee’s termination of Employment occurs due to Retirement prior to the date this
Award fully vests pursuant to subparagraph (a) above, the shares of Restricted Stock Units will
thereafter become payable to the same extent and at the same time as they would have become payable
under subparagraph (a) above or subparagraph (b)(i) above as if the Grantee had remained in
continuous Employment since the Grant Date.




          3. Forfeiture of Award.




          Except as provided in any other agreement between the Grantee and the Company, if the
Grantee’s Employment terminates other than by reason of the Grantee’s Termination (as defined in
the Grantee’s employment agreement with the Company and as in effect as of the Grant Date), death,
Disability or Retirement, all unvested Restricted Stock Units as of the termination date shall be
forfeited.





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          4. Registration of Units.




          The Grantee’s right to receive the Restricted Stock Units shall be evidenced by book entry
registration (or by such other manner as the Committee may determine).




          5. Dividend Equivalent Payments.




          The Company will pay dividend equivalents for each outstanding Restricted Stock Unit as soon
as administratively practicable after Normal Dividends, if any, are paid on the Company’s
outstanding shares of Common Stock; provided, however, that (i) such payment shall be made no later
than March 15th following the year in which the dividends are paid and (ii) the Grantee must be in
Employment as of the date of such payment. Dividend equivalents with respect to Special Dividends
(x) shall be subject to the same vesting schedule as the Restricted Stock Unit for which the
dividend equivalent is awarded and (y) shall be paid at the same time as the Restricted Stock Unit
for which the dividend equivalent is awarded is settled. Dividend equivalents may be paid in the
form of cash, stock or other property, as determined by the Company in its sole discretion;
provided that any dividend equivalent payments shall be in compliance with Section 409A of the Code
and related Treasury authorities.




          6. Shareholder Rights.




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




          7. Settlement and Delivery of Shares.




          Payment of vested Restricted Stock Units shall be made as soon as administratively practicable
after vesting, but in no case later than the March 15th following the year in which vesting occurs.
Settlement will be made by payment in shares of Common Stock.




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




          8. Notices.




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





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



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



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




          9. Assignment of Award.




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




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




          10. Withholding.




          At the time of vesting of Restricted Stock Units or the delivery of shares of Common Stock
attributable to Restricted Stock Units, the amount of all federal, state and other governmental
withholding tax requirements imposed upon the Company with respect to the
vesting of such Restricted Stock Units or the delivery of such shares of Common Stock
attributable to Restricted Stock Units shall be remitted to the Company or provisions to pay such
withholding requirements shall have been made to the satisfaction of the Committee. The Committee
may make such provisions as it may deem appropriate for the withholding of any taxes which it
determines is required in connection with this Award. The Grantee may pay all or any portion of
the taxes required to be withheld by the Company or paid by the Grantee in connection with the all
or any portion of this Award by delivering cash, or by electing to have the Company withhold shares
of Common Stock that would have otherwise been delivered to




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Grantee, or by delivering previously
owned shares of Common Stock, having a Fair Market Value equal to the amount required to be
withheld or paid.




          11. Stock Certificates.




          Certificates representing the Common Stock issued pursuant to the Award will bear all legends
required by law and necessary or advisable to effectuate the provisions of the Plan and this Award.
The Company may place a “stop transfer” order against shares of the Common Stock issued pursuant
to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in
the legends referred to in this Section 11 have been complied with.




          12. Successors and Assigns.




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




          13. No Employment Guaranteed.




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




          14. Governing Law.




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




          15. Amendment.




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




          16. Section 409A Compliance.




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




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          If the Grantee is identified by the Company as a “specified employee” within the meaning of
Section 409A(a)(2)(B)(i) of the Code on the date on which the Grantee has a “separation from
service” (other than due to death) within the meaning of
Treasury Regulation Section 1.409A-1(h),
notwithstanding the provisions of Section 7 hereof, any transfer of shares payable on account of a
separation from service that are deferred compensation shall take place on the earlier of (i) the
first business day following the expiration of six months from the Grantee’s separation from
service, (ii) the date of the Grantee’s death, or (iii) such earlier date as complies with the
requirements of Section 409A of the Code.





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