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PRIDE INTERNATIONAL, INC.
2007 LONG-TERM INCENTIVE PLAN
Pride
International, Inc. (the “Company”) having previously
established the Pride International, Inc. 2007 Long-Term Incentive
Plan (the “Plan”), and having reserved the right under
Section 14 thereof to amend the Plan, does hereby amend the
Plan, effective as of August 14, 2008, as follows:
1.
Section 8(a)(iii) of the Plan is hereby amended in its
entirety to read as follows:
“(iii)
Stock Award. An Award may be in the form of a Stock Award.
The terms, conditions and limitations applicable to any Stock
Award, including, but not limited to, vesting or other
restrictions, shall be determined by the Committee. Any Stock Award
that (a) is not a Performance Award shall have a minimum
Restriction Period of three years from the date of grant or
(b) is a Performance Award shall have a minimum Restriction
Period of one year from the date of grant; provided, however
, that (1) the Committee may provide for earlier vesting upon
an Employee’s termination of employment by reason of death,
disability or retirement, (2) such three-year or one-year
minimum Restriction Period, as applicable, shall not apply to a
Stock Award that is granted in lieu of salary or bonus (provided
that the Participant is
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