Exhibit 10.47
PRIDE INTERNATIONAL, INC.
EMPLOYMENT/NON-COMPETITION/
CONFIDENTIALITY AGREEMENT
ROBERT E. WARREN
EFFECTIVE OCTOBER 15,1998
INDEX
PAGE NO.
I. PRIOR AGREEMENTS/EMPLOYMENT CONTRACTS
2
1.1
PRIOR AGREEMENTS
2
II. DEFINITION OF TERMS
2
2.1
COMPANY
2
2.2
EXECUTIVE/OFFICER/EMPLOYEE
3
2.3
OFFICE/POSITION/TITLE
3
2.4
EFFECTIVE DATE
3
2.5
CHANGE IN CONTROL
3
2.6
TERMINATION
3
2.7
CUSTOMER
4
III. EMPLOYMENT
5
3.1
EMPLOYMENT
5
3.2
BEST EFFORTS AND OTHER EMPLOYMENT OF EXECUTIVE
5
3.3
TERM OF EMPLOYMENT
5
3.4
COMPENSATION AND BENEFITS
6
3.5
TERMINATION WITHOUT CHANGE IN CONTROL
6
IV. CHANGE IN CONTROL
8
4.1
EXTENSION OF EMPLOYMENT PERIOD
8
4.2
CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS
8
4.3
VOLUNTARY RESIGNATION UPON CHANGE IN CONTROL
8
V. NON-COMPETITION AND CONFIDENTIALITY
9
5.1
CONSIDERATION
9
5.2
NON-COMPETITION
9
5.3
CONFIDENTIALITY
10
5.4
GEOGRAPHICAL AREA
10
5.5
COMPANY REMEDIES FOR VIOLATION OF NON-COMPETITION OR
CONFIDENTIALITY AGREEMENT
10
5.6
TERMINATION OF BENEFITS FOR VIOLATION OF NON-COMPETITION
AND CONFIDENTIALITY
11
VI. GENERAL
11
6.1
ENFORCEMENT COSTS
11
6.2
INCOME, EXCISE OR OTHER TAX LIABILITY
12
6.3
PAYMENT OF BENEFITS UPON TERMINATION FOR CAUSE
12
6.4
NON-EXCLUSIVE AGREEMENT
13
6.5
NOTICES
13
6.6
NON-ALIENATION
13
PAGE NO.
6.7
ENTIRE AGREEMENT: AMENDMENT
13
6.8
SUCCESSORS AND ASSIGNS
13
6.9
GOVERNING LAW
14
6.10
VENUE
14
6.11
HEADINGS
14
6.12
SEVERABILITY
14
6.13
PARTIAL INVALIDITY
14
6.14
COUNTERPARTS
14
EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY
AGREEMENT
DATE:
October 15, 1998
COMPANY/EMPLOYER:
Pride International, Inc.,
A Louisiana corporation
San Felipe Plaza, Suite 3300
5847 San Felipe
Houston, Texas 77057
EXECUTIVE/EMPLOYEE
Robert E. Warren
13411 Sweet Surrender
Houston, Texas 77040
This Agreement is made as of the date first above written and to become
effective as herein provided.
PREAMBLE
WHEREAS, the Company wishes to attract and retain well-qualified Executives
and key personnel and to assure itself of the continuity of its management;
WHEREAS, Executive will be elected an officer of the Company with
significant management responsibilities in the conduct of its business;
WHEREAS, the Company recognizes that Executive is a valuable resource of
the Company and the Company desires to be assured of the continued services of
Executive;
WHEREAS, the Company desires to obtain assurances that Executive will
devote his best efforts to his employment with the Company and will not enter
into competition with the Company in its business as now conducted and to be
conducted, or solicit customers or other employees of the Company to terminate
their relationships with the Company;
WHEREAS, Executive is a key employee of the Company and he acknowledges
that his talents and services to the Company are of a special, unique, unusual
and extraordinary character and are of particular and peculiar benefit and
importance to the Company;
WHEREAS, the Company is concerned that in the event of a possible or
threatened change in control of the Company, uncertainties necessarily arise;
Executive may have concerns about the continuation of his employment status and
responsibilities and may be approached by others offering competing employment
opportunities; the Company, therefore, desires to provide Executive assurances
as to the continuation