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 Ron Toufeeq (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 effective as of February 20, 2008 (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 the
Effective Date and where (b) equals the full calendar months
from and after the Effective Date 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.
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(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.
(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
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