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EXHIBIT 10.29
PRIDE INTERNATIONAL, INC.
EMPLOYMENT/NON-COMPETITION/
CONFIDENTIALITY AGREEMENT
LOUIS A. RASPINO
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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:
Louis A. Raspino
26 Rains Way
Houston, Texas
77007
This Employment/Non-Competition/Confidentiality Agreement by
and between Pride International, Inc. (the
"Company" and as further defined
below) and Louis A. Raspino ("Employee")
dated effective as of December 3, 2003
(the "Agreement") is made on the terms as
herein provided.
PREAMBLE
WHEREAS, the Company wishes to attract and retain
well-qualified employees and key personnel
and to assure itself of the
continuity of its management;
WHEREAS, the Company recognizes that Employee will serve as a
valuable resource of the Company, and the
Company desires to be assured of the
continued services of Employee;
WHEREAS, the Company desires to obtain assurances that
Employee 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, Employee will serve as 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
(as defined below) of the Company,
Employee may feel insecure, and therefore
the Company desires to provide
security to Employee in the event of a
Change in Control;
WHEREAS, the Company further desires to assure Employee that
if a possible or threatened Change in
Control should arise and Employee should
be involved in deliberations or
negotiations in connection therewith, Employee
would be in a secure position to consider
and
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participate in such transaction as
objectively as possible in the best interests
of the Company and to this end desires to
protect Employee from any direct or
implied threat to his financial well-being
by a Change in Control;
WHEREAS, Employee is willing to continue to serve as such but
desires assurances that in the event of
such a Change in Control he will
continue to have the employment status and
responsibilities he could reasonably
expect absent such event and, that in the
event this turns out not to be the
case, he will have fair and reasonable
severance protection on the basis of his
service to the Company to that time;
WHEREAS, different factors impact the Company and Employee
under circumstances of regular employment
between the Company and Employee when
there is no threat of Change in Control
and/or none has occurred, as opposed to
circumstances under which a Change in
Control is rumored, threatened, occurring
or has occurred. For this reason, the
Agreement deals with the regular
employment of Employee under circumstances
whereby no Change in Control is
threatened, occurring or has occurred
("Regular Employment") and it deals with
circumstances whereby a Change in Control
is threatened, occurring or has
occurred. The Agreement deals with matters
impacting both Regular Employment and
employment following a Change in Control,
including non-competition and
confidentiality; and
WHEREAS, Employee is willing to enter into and carry out the
non-competition and confidentiality
obligations and covenants set forth herein
in consideration of the Agreement.
AGREEMENT
NOW, THEREFORE, Employee and the Company (together the
"Parties") agree as follows:
I.
PRIOR AGREEMENTS/CONTRACTS
1.01
PRIOR AGREEMENTS. Employee represents and warrants to the
Company that (i) he has no continuing non-competition
agreements with any prior employers that have not been
disclosed in writing to the Company and (ii) neither the
execution of the Agreement by Employee or the performance by
Employee of his obligations under the Agreement will result in
a
violation or breach of, or constitute a default under the
provisions of any contract, agreement or other instrument to
which Employee is or was a party.
II. DEFINITION
OF TERMS
2.01
COMPANY. Company means Pride International, Inc., a Delaware
corporation, as the same presently exists, as well as any and
all successors, 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.
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2.02
EMPLOYMENT DATE. The Employee's initial date of active
employment, which shall be December 3, 2003 (the "Employment
Date").
2.03
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 1 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 12(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 combined voting
power of the Company's then outstanding securities;
c. the
individuals who were members of the Board of
Directors of the Company (the "Board") immediately
prior to a
meeting of the shareholders of the Company
involving a contest for the election of directors
shall not constitute a majority of the Board of
Directors following such election;
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 shareholders of the Company prior to
such merger or
consolidation; or
e. the
Company shall have sold, transferred or exchanged
all, or substantially all, of its assets to another
corporation or other entity or person.
2.04
TERMINATION. The term "Termination" shall mean termination of
the employment of Employee with the Company (including death
and disability (as described below)) for any reason other than
cause (as described below) or voluntary resignation (as
described below). Termination includes "Constructive
Termination" as described below. Termination includes
termination at the end of any "Employment Period" (as
hereinafter defined) due to non-renewal or failure to extend
this Agreement for any reason except 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 Employment Date,
the term "disability" means physical or mental
incapacity as determined by a doctor jointly selected
by Employee and the Board of Directors of the Company
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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 demand for
substantial performance is delivered to him by the
Board of Directors 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, or (iii) material violation of the
covenant not to compete (except after termination
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 of
Directors 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 of Directors of the Company at a
meeting of the Board of Directors called and held
(after reasonable notice to Employee and an
opportunity for Employee and his counsel 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 of
Directors 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
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
resignation of Employee shall be deemed
"voluntary" if it is 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;
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(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
reduction in Employee's total
compensation or benefits from that provided
in the Compensation and Benefits Section
hereof;
(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)
Non-renewal or failure to extend any
employment term, contrary to the wishes of
Employee.
Termination that entitles Employee to the payments and benefits
provided in Section 3.05 or 4.02 hereof shall not be deemed or
treated
by the Company as the termination of Employee's employment or
the
forfeiture of his participation, award, or eligibility, for the
purpose
of any plan, practice or agreement of the Company referred to in
the
Compensation and Benefits Section hereof, if, and to the extent
that,
such
benefits are provided under Section 3.05 or 4.02 hereof.
2.05
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.
III. EMPLOYMENT
3.01
EMPLOYMENT. As of the Employment Date, Employee shall become
an employee of the Company in an advisory capacity, but shall
not serve as an officer or perform similar policy-making
functions for the Company until December 16, 2003. Effective
as of December 16, 2003, Employee will assume the position of
Executive Vice President and Chief Financial Officer of the
Company. Employee will report to the Company's Chief Executive
Officer. 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 (as defined below). From December
16, 2003 through the remaining Employment Period, Employee
shall exercise such position and authority and perform such
responsibilities as are commensurate with the position and
authority of Executive Vice President and Chief Financial
Officer of the Company.
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3.02
BEST EFFORTS AND OTHER EMPLOYMENT OBLIGATIONS OF EMPLOYEE;
BUSINESS EXPENSES AND OFFICE AND OTHER SERVICES.
a.
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. The
parties acknowledge that prior to December 16,
2003, Employee will be winding down his duties at his
previous employer. From and after December 16, 2003,
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 shall have the right to make investments in
any business provided such investment does not result
in a violation of the Non-Competition Section of this
Agreement.
c.
Employee acknowledges and agrees that 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.
Employee shall not intentionally take any action
which he knows would not comply with United States
laws 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.
e.
During the employment relationship and after the
employment relationship terminates, Employee agrees
to refrain from any disparaging comments
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about the Company, any affiliates, or any current or
former officer, director or employee of the Company
or any affiliate, and Employee agrees not to take any
action, or assist any person in taking any other
action, 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 this
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. The Company and its affiliates, officers and
directors agree to refrain from any disparaging
comments about Employee; provided, however, that
nothing in this 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.
f.
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.
g.
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 OF EMPLOYMENT. Employee's Regular Employment will
commence on the Employment Date and will be a for a term of
two (2) years ending at 12:00 o'clock midnight on the second
anniversary of the Employment Date (the "Employment Period");
thereafter, the Employment Period will be automatically
extended for successive terms of one (1) year commencing on
each anniversary of the Employment Date, unless the Company or
Employee gives written notice to the other that employment
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.
3.04
COMPENSATION AND BENEFITS. During the Employment Period
Employee shall receive the following compensation and
benefits:
a.
Employee will receive an annual base salary of not
less than $390,000.00, with the opportunity for
increases, from time to time thereafter, which are in
accordance with the Company's regular executive
compensation practices (the "Annual Base Salary").
The Annual Base Salary will be reviewed at least
annually, but in no event earlier than December 2004.
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b.
Employee will be eligible to participate on a
reasonable basis in annual bonus (as more fully
described below), stock option and other 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 incentive plan at
a maximum bonus award level of no less than 100% of
Annual Base Salary; provided however, that for the
2004 fiscal year the actual bonus payable to Employee
shall be no less than 75% of Annual Base Salary.
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; provided, however, Employee will
have no fewer than twenty (20) paid vacation days
each year.
e.
Employee shall receive a lump-sum cash sign-on bonus
in the amount of $200,000, payable within the first
fifteen (15) days of January, 2004. In the event
Employee shall cease employment due to voluntary
resignation (other than Constructive Termination) or
for cause during the initial two-year Employment
Period, Employee agrees to repay to the Company
$100,000 immediately upon such cessation of
employment. The Company shall have the right to apply
any compensation payable to Employee on or following
the date of cessation of employment toward the
satisfaction of this obligation, and Employee
consents to such right of set-off.
f.
Employee shall receive a monthly automobile allowance
in an amount not less than $750.
g.
Effective as of the Employment Date, Employee shall
receive an award of a non-qualified option to acquire
up to 300,000 shares of common stock of Pride
International, Inc. ("Common Stock"), pursuant to the
terms of the 1998 Long Term Incentive Plan (the
"LTIP"). The option award shall become exercisable in
accordance with the following schedule:
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<TABLE>
<CAPTION>
Date of Initial Exercisability
Following Employment Date
Number of Shares
-------------------------
----------------
<S>
<C>
6 Months
60,000
12 Months
60,000
18 Months
60,000
24 Months
60,000
30 Months
60,000
TOTAL
300,000
</TABLE>
The exercise price will be the closing share price on
the Employment Date. The option will have a 10-year
term, subject to earlier expiration in the event of
termination of employment in accordance with the
Company's customary option award terms (attached as
Exhibit A hereto). The Company hereby acknowledges
(i) that the stock options granted and to be granted
pursuant to this Section 3.04g and Section 3.04h are
intended to induce Employee to enter into employment
with the Company and to replace stock options granted
by his prior employer which he will forfeit, and (ii)
that the stock options granted and to be granted
pursuant to this Section 3.04g and Section 3.04h are
not intended to reduce the stock options, if any,
which may otherwise be granted by the Company to
Employee by reason of Employee's employment
hereunder.
h.
Effective as of January 2, 2004, Employee shall be
awarded a non-qualified option pursuant to the LTIP
to acquire up to 150,000 shares of Common Stock. The
exercise price will be the closing share price on the
date of grant. The option will have a 10-year term,
subject to earlier expiration in the event of
termination of employment in accordance with the
Company's customary option award terms (attached as
Exhibit B hereto). The option will become exercisable
in three i
