EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY AGREEMENT

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.

2.02  

EXECUTIVE/OFFICER/EMPLOYEE. Executive/Officer/Employee means Kevin C. Robert.

2.03  

EMPLOYMENT DATE. Employee’s initial date of active employment, which shall be February 28, 2005 (the “Employment Date”).

2.04  

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.

2.05  

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 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;

(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.

2.06  

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 making himself available to the Company in an advisory capacity, but shall not serve as an officer or perform similar policy making functions for the Company until Employee commences full-time employment on or about March 9, 2005 (the “Appointment Date”). Effective on

the Appointment Date, Employee will assume the position of Vice President - Marketing of the Company. 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 the Appointment Date through the remainder of the Employment Period (as defined below), Employee shall exercise such position and authority and perform such responsibilities as are commensurate with the position and authority of Vice President — Marketing of the Company.

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.  

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 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 for a term 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 $263,000 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 July 2006.

b.  

Employee will be eligible to participate on a reasonable basis in annual bonus, 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.

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.

e.  

Employee shall receive a monthly automobile allowance in an amount not less than $750.00.

f.  

Employee will participate, or if dependent on Employee’s election, will be eligible to participate in all other executive incentive stock and benefit plans approv