PRIDE INTERNATIONAL, INC. 1998 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.3

Form Restricted Stock Unit Award — Employees

PRIDE INTERNATIONAL, INC.
1998 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

     This Restricted Stock Unit Agreement ("Agreement") between PRIDE INTERNATIONAL, INC. (the "Company") and ___ (the "Grantee"), an employee of the Company or one of its Subsidiaries, regarding an award ("Award") of ___ units of Common Stock (as defined in the Pride International, Inc. 1998 Long-Term Incentive Plan (the "Plan"), such Common Stock comprising this Award referred to herein as "Restricted Stock Units") awarded to the Grantee on ___ (the "Award Date"), such number of Restricted Stock Units subject to adjustment as provided in Section 14 of the Plan, and further subject to the following terms and conditions:

     This Award is 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 thereunder and are in effect on the date hereof. Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan. In addition, the parties agree that notwithstanding any provision herein to the contrary, this Agreement shall be deemed modified by the provisions of any employment agreement between the Grantee and the Company, and vesting of this Award shall occur in the event stock options and other awards specifically vest under such employment agreement. For purposes of this Agreement:

     (a)  "Disability" means illness or other incapacity which prevents the Grantee from continuing to perform the duties of his job for a period of more than three months.

     (b)  "Employment" means employment with the Company or any of its Subsidiaries.

     (c)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (d)  "Retirement" means the Grantee’s termination of employment on or after attainment of age 65, or, if applicable to the Grantee, any earlier age specified as the Grantee’s Normal Retirement Age under the Pride International, Inc. Supplemental Executive Retirement Plan.

     (a) This Award shall vest in installments in accordance with the following schedule:

     (b) All shares of Restricted Stock Units subject to this Award shall vest, irrespective of the limitations set forth in subparagraph (a) above, provided that the Grantee has been in continuous Employment since the Award Date, upon the occurrence of:

     (i) a Change in Control or

     (ii) the Grantee’s termination of employment by reason of death, Disability or Retirement.

     Except as provided in any other agreement between the Grantee and the Company, if the Grantee’s employment terminates other than by reason of death, Disability or Retirement, all unvested Restricted Stock Units as of the termination date shall be forfeited.

     The Participant’s right to receive the Restricted Stock Units shall be evidenced by book entry registration (or by such other manner as the Committee may determine).

     The Company will pay dividend equivalents for each outstanding Restricted Stock Unit in cash as soon as administratively practicable after dividends, if any, are paid on the Company’s outstanding shares of Common Stock. Such payments shall be made no later than March 15th following the year in which the dividends are paid.

     The Participant shall have no rights of a shareholder with respect to shares of Common Stock subject to this Award unless and until such time as the Award has been settled by the transfer of shares of Common Stock to the Participant.

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     Payment of vested Restricted Stock Units shall be made as soon as administratively practicable after vesting, but in no case later than the March 15th following the year in which vesting occurs. Settlement will be made by payment in shares of Common Stock.

     The Company shall not be obligated to deli