PRIDE INTERNATIONAL, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AMENDED
PARTICIPATION AGREEMENT
THIS AMENDED
PARTICIPATION AGREEMENT (this “Amended Participation
Agreement”), originally entered into effective as of
August 12, 2004 (the “Effective Date”), and
thereafter amended effective as of January 28, 2005 and
December 31, 2008, by and between Pride International, Inc.
(the “Company”), and Louis A. Raspino (the
“Executive”);
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
as more fully described herein; 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 . Terms not otherwise defined herein shall
have the same meaning as ascribed thereto in the 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. 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.
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 applicable reduction factor as set forth in
Section 4.8 of the Plan for payments provided before
Executive’s Normal Retirement Date.
3.
Vesting . The Executive’s contingent right to receive
the SERP Benefit is fully vested in accordance with the original
vesting schedule.
4. Early
Retirement . As of the Effective Date, the Executive shall be
deemed to have met the Service requirement for purposes of
determining eligibility for an Early Retirement Benefit as provided
in Section 4.2 of the Plan.
5. Change
in Control . To the extent the Executive is entitled to a
supplemental payment (a “gross up payment”) to be made
pursuant to the Employment Agreement to the Executive as necessary
to offset or mitigate the impact of the golden parachute excise tax
on the Executive, such provision shall control with respect to any
benefit paid to the Executive pursuant to Section 4.4 of the
Plan.
6.
Minimum Normal Retirement Benefit . For purposes of
Section 4.9(a) of the Plan, the Executive’s Minimum
Normal Retirement Benefit is $8,769,807.
7.
Retiree Medical Benefits . As of the date the Executive
terminates employment with any vested right to a SERP Benefit
pursuant to the terms of the Plan and this Amended Participation
Agreement, whether or not the SERP Benefit commences on
termination, the Executive shall be deemed to have satisfied the
eligibility requirements to be a qualifying retiree for retiree
medical and dental benefits. For this purpose, and regardless
whether at such time the Company makes retiree medical and dental
coverage available to employees generally, retiree medical and
dental coverage shall be provided until the later of the
Executive’s death or the death of Executive’s surviving
spouse (if any), shall extend to the Executive, his spouse (if
any), and his eligible d
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