PRIDE INTERNATIONAL, INC. 1993 DIRECTORS? STOCK OPTION PLANEquity Contribution Agreement |
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Exhibit 10.5
PRIDE INTERNATIONAL, INC.
1993 DIRECTORS’ STOCK OPTION PLAN
Sixth Amendment
Pride
International, Inc. having previously established the Pride Petroleum Services,
Inc. 1993 Directors’ Stock Option Plan effective February 22, 1993,
as thereafter amended effective May 22, 1997, December 4, 1997,
February 26, 1998, August 21, 2001, and December 19, 2001 (the
“Plan”), and having reserved the right under Section XVIII
thereof to amend the Plan, does hereby amend the Plan as follows:
1. Section 3.1
of the Plan is hereby amended by deleting the phrase “Compensation
Committee” and placing in lieu thereof the phrase “Nominating and
Corporate Governance Committee”.
2. Article XI
of the Plan is hereby amended by adding a new Section 11.3 thereto as
follows:
“11.3
Notwithstanding anything contained in the Plan or Section 11.1 to the
contrary, the Committee may provide, by specific terms set forth in an
agreement with the optionee, that upon termination of service as a Director of
the Company for any reason other than Cause, each Option that has become
exercisable as of the date of the optionee’s termination of service may
be exercised any time during the full term of the Option.”
This
amendment shall be effective as of May 12, 2005.
