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Exhibit 10.9 PRIDE INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AMENDED
PARTICIPATION AGREEMENT
THIS
AMENDED PARTICIPATION AGREEMENT (this "Amended Participation
Agreement"), entered into effective as of December 31, 2008,
by and between Pride International, Inc. (the "Company"), and Brian
C. Voegele (the "Executive"); WITNESSETH:
WHEREAS,
the Company has established the Pride International, Inc.
Supplemental Executive Retirement Plan, as amended and restated
effective January 1, 2009 (the "Plan"), to generally assist
the Company and its Affiliates in retaining, attracting and
providing a retirement benefit to certain selected salaried
officers and other key management employees; and
WHEREAS,
the Company and the Executive have entered into an amended and
restated employment agreement, effective as of December 31,
2008 (the "Employment Agreement"); and
WHEREAS,
the Committee has selected the Executive for participation in the
Plan effective as of March 15, 2007 (the "Effective Date");
and
WHEREAS,
the Company and the Executive previously entered into a
participation agreement under the Plan and desire to enter into
this Amended Participation Agreement and to supersede any prior
agreements or understandings in their entirety; and
NOW,
THEREFORE, in consideration of the premises and other good and
valuable consideration, the Company and the Executive agree to the
form of this Amended Participation Agreement as follows:
1.
Reference to Plan . This Amended Participation Agreement is
being entered into in accordance with and subject to all of the
terms, conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by the
Committee and are still in effect on the date hereof; provided,
however, that to the extent the explicit terms of this Amended
Participation Agreement vary from the terms, conditions and
provisions of the Plan, this Amended Participation Agreement shall
control. The Executive acknowledges he has received a copy of, and
is familiar with the terms of, the Plan which are hereby
incorporated herein by reference.
2.
Definitions . Terms not otherwise defined herein shall have
the same meaning as ascribed thereto in the Plan. (a) "Average
Monthly Salary" means the Executive’s average monthly base
salary over the 60 full calendar months immediately preceding the
Determination Date or, if less, the number of full calendar months
in the Executive’s period of Service.
(b) "Determination Date" means the Executive’s last day of
active employment; provided, however, that in the event of a Change
in Control Termination, the Determination Date shall be the date
immediately preceding the date of the Change in Control if the
Final Annual Salary would be greater as of that date. (c) "Final
Annual Salary" means, as of a Determination Date, the sum of
(1) the Executive’s Average Monthly Salary times 12 and
(2) the Executive’s Target Bonus Percentage for the year
in which the Determination Date occurs multiplied by the amount in
(1) above. (d) "Target Bonus Percentage" means the percentage
of the Executive’s base annual salary that would be payable
as the Executive’s target award under the Company’s
annual bonus plan in effect on the Executive’s Determination
Date (if the Company has not specified a target award for such
year, the most recent target award will be considered continued in
effect).
3.
Benefit Percentage . As of the Effective Date and subject to
the forfeiture and vesting requirements of the Plan as supplemented
by this Amended Participation Agreement, the Executive is a
Participant in the Plan and is entitled to a SERP Benefit equal to
50% of Final Annual Salary, as described in Section 4 of the
Plan, subject to the terms of this Amended Participation Agreement
and the applicable reduction factor as set forth in
Section 4.8 of the Plan for payments provided before
Executive’s Normal Retirement Date.
4.
Vesting . Except as otherwise provided in this Amended
Participation Agreement, any SERP Benefit shall be payable on all
of the same terms and conditions, including timing, set forth in
the Plan. (a) Normal or Early Retirement Date . The
Executive’s contingent right to receive the SERP Benefit
shall fully vest upon the Executive’s Normal Retirement Date
or, if earlier, upon the Executive’s attainment of his Early
Retirement Date. (b) Termination Under the Employment
Agreement . In the event of the Executive’s "Termination"
(as defined in the Employment Agreement) for any reason other than
Disability prior to the Executive’s Early or Normal
Retirement Date, the benefits payable under the Plan shall be
vested in a percentage of the SERP Benefit equal to the fraction,
not to exceed 1.0, obtained by dividing (a) by (b), where
(a) equals the full calendar months of the Executive’s
Service from and after January 1, 2007 and where
(b) equals the full calendar months from and after
January 1, 2007 until the first that would have occurred of
the Executive’s Early Retirement Date (determined as if the
Executive had remained in Service until attainment of his Early
Retirement Date) or Normal Retirement Date. (c) Death or
Disability . The Executive’s SERP Benefit shall
immediately vest in full in the event of the Executive’s
termination by reason of death or Disability.
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(d) Change in Control . If the Executive has a
Change in Control Termination, the Executive’s SERP Benefit
shall immediately vest in full. (e) Cause and Other
Terminations . The Executive shall forfeit all rights to any
benefits under the Plan, whether or not vested, upon a termination
of employment due to Cause or due to any reason not described in
items (a) through (d) of this paragraph 4.
5.
Effect of Termination on SERP Benefit . Except as otherwise
provided in this Amended Participation Agreement, any SERP Benefit
shall be payable on all of the same terms and conditions, including
timing, set forth in the Plan. If the Executive is terminated
without a vested interest in his or her SERP Benefit as determined
pursuant to paragraph 4 of this Amended Participation Agreement,
the SERP Benefit shall be forfeited and the Executive shall have no
rights to any payments hereunder. Notwithstanding any provisions
herein to the contrary, in no event shall the SERP Benefit be
paid
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