PRIDE INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated Effective January 1,
2009)
The
Pride International, Inc. Employee Stock Purchase Plan (the
“Plan”) is designed to encourage and assist all
employees of Pride International, Inc., a Delaware corporation
(“Pride”) and Subsidiaries (as defined in
Section 4) (hereafter collectively referred to as the
“Company”), where permitted by applicable laws and
regulations, to acquire an equity interest in Pride through the
purchase of shares of common stock, par value $0.01 per share, of
Pride (“Common Stock”). It is intended that this Plan
shall constitute an “employee stock purchase plan”
within the meaning of Section 423 of the Internal Revenue Code
of 1986, as amended (the “Code”). Any reference to
“shares” herein shall be deemed to include only full
(if applicable) shares of Common Stock, unless the Compensation
Committee exercises its discretion to determine
otherwise.
2.
Administration of the Plan
The
Plan shall be administered and interpreted by the Compensation
Committee (the “Committee”) appointed by the Board of
Directors of Pride (the “Board”), which Committee of
the Board shall consist of at least two (2) persons. The
Committee shall supervise the administration and enforcement of the
Plan according to its terms and provisions and shall have all
powers necessary to accomplish these purposes and discharge its
duties hereunder including, but not by way of limitation, the power
to (i) employ and compensate agents of the Committee for the
purpose of administering the accounts of participating employees;
(ii) construe or interpret the Plan; (iii) determine all
questions of eligibility; and (iv) compute the amount and
determine the manner and time of payment of all benefits according
to the Plan.
The
Committee may act by decision of a majority of its members at a
regular or special meeting of the Committee or by decision reduced
to writing and signed by all members of the Committee without
holding a formal meeting.
3. Nature
and Number of Shares
The
Common Stock subject to issuance under the terms of the Plan shall
be shares of Pride’s authorized but unissued shares,
previously issued shares reacquired and held by Pride or shares
purchased on the open market. The aggregate number of shares which
may be issued under the Plan shall not exceed one million one
hundred thousand (1,100,000) shares of Common Stock. All shares
purchased under the Plan, regardless of source, shall be counted
against the one million one hundred thousand (1,100,000) share
limitation.
In
the event of any reorganization, stock split, reverse stock split,
stock dividend, combination of shares, merger, consolidation,
offering of rights or other similar change in the capital structure
of Pride, the Committee may make such adjustment, if any, as it
deems appropriate in the number, kind and purchase price of the
shares available for purchase under the
Plan and in the
maximum number of shares which may be issued under the Plan,
subject to the approval of the Board and in accordance with
Section 19.
4.
Eligibility Requirements
Each
“Employee” (as hereinafter defined), except as
described in the next following paragraph, shall become eligible to
participate in the Plan in accordance with Section 5 on the
first “Enrollment Date” (as defined therein) following
employment by the Company; provided, however, that such Employee
must be employed by Pride or a participating Subsidiary on the day
immediately preceding the Enrollment Date. Participation in the
Plan is voluntary.
The
following Employees are not eligible to participate in the
Plan:
(i) Employees who
would, immediately upon enrollment in the Plan, own directly or
indirectly, or hold options or rights to acquire, an aggregate of
five percent (5%) or more of the total combined voting power or
value of all outstanding shares of all classes of Pride or any
Subsidiary (in determining stock ownership of an individual, the
rules of Section 424(d) of the Code shall be applied, and the
Committee may rely on representations of fact made to it by the
employee and believed by it to be true);
(ii) Employees who
are customarily employed by the Company less than twenty
(20) hours per week or less than five (5) months in any
calendar year; and
(iii) Employees
who were not employed by Pride or a participating Subsidiary on the
day immediately preceding the Enrollment Date.
“Employee”
shall mean any individual employed by Pride or any Subsidiary (as
hereinafter defined). “Subsidiary” shall mean any
corporation (a) which is in an unbroken chain of corporations
beginning with Pride if each of the corporations other than the
last corporation in the chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain and
(b) which has adopted the Plan with the approval of the
Committee. Effective January 1, 2008, the following
Subsidiaries are participating Subsidiaries: Pride International
Management Company LP (PIMC), Pride Offshore, Inc. (POI), Petroleum
International Personnel, Ltd. Pte. (PIPL), International Technical
Services LLC (ITS) and Drilling Labor Services Ltd. Pte.
(Drillaser).
Each
eligible Employee of Pride or a participating Subsidiary who
becomes eligible to participate in the Plan may enroll in the Plan
on the first day of the Purchase Period (as defined in
Section 6) following the date he first meets the eligibility
requirements of Section 4. Any eligible Employee not enrolling
in the Plan when first eligible may enroll in the Plan on the first
day any subsequent Purchase Period. Any eligible Employee may
enroll or re-enroll in the Plan on the dates hereinabove prescribed
or such other specific dates established by the Committee from time
to time (“Enrollment Dates”). In order to enroll, an
eligible Employee must complete, sign and submit the appropriate
form to the person designated by the Committee, all of which may be
accomplished in electronic format in the form and manner
established by the Committee.
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Payment
for shares is to be made as of the applicable “Purchase
Date” (as defined in Section 9) through payroll deductions on
an after-tax basis (with no right of prepayment) over the
Plan’s designated purchase period (the “Purchase
Period”), with the first such deduction commencing with the
first payroll period ending after the Enrollment Date. Each
Purchase Period under the Plan shall be a six (6) month period
commencing on January 1 or July 1 of each calendar year, or such
other period as the Committee may prescribe. Each participating
Employee (hereinafter referred to as a “Participant”)
will authorize such deductions from his pay for each month during
the Purchase Period and such amounts will be deducted in conformity
with his employer’s payroll deduction schedule.
Each
Participant may elect to make contributions each pay period in
amounts not less than the greater of $10 or one percent (1%) of
“Compensation,” not to exceed an annual contribution
equal to ten percent (10%) of “Compensation” (or such
other dollar amounts and percentages as the Committee may establish
from time to time before an Enrollment Date for all purchases to
occur during the relevant Purchase Period).
“Compensation” shall mean the Participant’s base
earnings or salary plus any wages paid for overtime. In
establishing other dollar amounts and percentages of permitted
contributions, the Committee may take into account the
“Maximum Share Limitation” (as defined in
Section 8). The rate of contribution shall be designated by
the Participant in the enrollment form.
A
Participant may elect to increase or decrease the rate of
contribution effective as of the first day of the Purchase Period
by giving prior notice to the person designated by the Committee in
the form and manner approved by the Committee. A Participant may
not elect to increase or decrease the rate of contribution during a
Purchase Period. A Participant may suspend payroll deductions at
any time during the Purchase Period, by giving prior notice to the
person designated by the Committee in the form and manner approved
by the Committee. If a Participant elects to suspend his payroll
deductions, only the balance of the Participant’s account at
the time of such election shall be used to purchase shares, which
shall be accomplished at the end of the Purchase Period.
A
Participant may also elect to withdraw his entire contributions for
the current Purchase Period at any time by giving prior notice to
the person designated by the Committee in the form and manner
approved by the Committee. Any Participant who withdraws his
contributions will receive, as soon as administratively
practicable, his entire account balance, including any dividends.
Any Participant who suspends payroll deductions or withdraws
contributions during any Purchase Period cannot resume payroll
deductions during such Purchase Period and must re-enroll in the
Plan in order to participate in the next Purchase
Period.
Except
in case of cancellation of election to purchase, death, resignation
or other terminating event, the amount in a Participant’s
account at the end of the Purchase Period will be applied to the
purchase of the shares.
7. Crediting
of Contributions, Interest and Dividends
Contributions
shall be deposited into an account maintained by Pride with the
financial institution designated by the Committee for this purpose
(the “Custodian”) and shall be invested in a money
market account or such other investment vehicle or vehicles
designated by the Committee for purposes of the Plan. Pride shall
maintain a record of the amount of
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contributions
allocable to each Participant’s account. As of the end of
each Purchase Period or as of such other date as the Committee may
establish from time to time, interest accrued on the money market
account or such other investment vehicle(s) shall be used to offset
administrative expenses associated with maintaining the Plan;
however, should such interest exceed administrative expenses, any
such excess interest accumulation shall be credited to
participant’s accounts based on the balance in the
Participant’s account on the last business day of the
Purchase Period or on such other date as the Committee may
establish from time to time. Dividends on shares held in a
Participant’s account in the Plan will also be credited to
such Participant’s account. Any such contributions,
applicable interest and dividends shall be deposited in
Pride’s account with the Custodian.
8. Grant of
Right to Purchase Shares on Enrollment
Enrollment
in the Plan by an Employee on an Enrollment Date will constitute
the grant, as of the Grant Date, by the Company to the Participant
of the right to purchase shares of Common Stock under the Plan.
Re-enrollment by a Participant in the Plan will constitute a grant
by the Company to the Participant of a new opportunity to purchase
shares on the Enrollment Date on which such re-enrollment occurs. A
Participant who has not (a) terminated employment,
(b) withdrawn his contributions from the Plan, or
(c) notified the Company, in the form and manner designated by
the Committee, by such date as the Committee shall establish (which
date shall not be later than the last day of the Purchase Period),
of his election to withdraw his payroll deductions as of the last
day of the Purchase Period will have shares of Common Stock
purchased for him on the applicable Purchase Date, and he will
automatically be re-enrolled in the Plan on the Enrollment Date
immediately following the Purchase Date on which such purchase has
occurred, unless each Participant notifies the person designated by
the Committee in the form and manner approved by the Committee that
he elects not to re-enroll.
Each
right to purchase shares of Common Stock under the Plan during a
Purchase Period shall have the following terms:
(i) the right to
purchase shares of Common Stock during a particular Purchase Period
shall expire on the earlier of: (A) the completion of the
purchase of shares on the Purchase Date occurring in the Purchase
Period, or (B) the date on which participation of such
Participant in the Plan terminates for any reason;
(ii) payment for
shares purchased will be made only through payroll withholding and
the crediting of other amounts, if applicable, in accordance with
Sections 6 and 7;
(iii) purchase of
shares will be accomplished only in accordance with Section
9;
(iv) the price per
share will be determined as provided in Section 9;
(v) the right to
purchase shares (taken together with all other such rights then
outstanding under this Plan and under all other similar stock
purchase plans of Pride or any Subsidiary) will in no event give
the Participant the right to purchase a number of shares during a
calendar year in excess of the number of shares of Common Stock
derived by dividing $25,000 by the fair market value of
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the Common
Stock (the “Maximum Share Limitation”) on the
applicable Grant Date determined in accordance with
Section 9;
(vi) the right to
purchase shares will in all respects be subject to the terms and
conditions of the Plan, as interpreted by the Committee from time
to time; and
(vii) Pride and
the Custodian can agree to limitations on the transfer, gift, or
marg
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