Acknowledgement and Amendment of Employment Agreement
EXHIBIT 10.7
Acknowledgement and Amendment of Employment Agreement
WHEREAS, the undersigned employee (the “Executive”) of Pride International, Inc. (the
“Company”) and the Company are parties to that certain Amended and Restated
Employment/Non-Competition/Confidentiality Agreement, effective as of December 31, 2008 (the
“Employment Agreement”); and
WHEREAS, the Company desires to terminate the car allowance benefit recited in Section 3.04 of
the Employment Agreement (the “Car Allowance”) in exchange for the Company’s agreement to reimburse
the Executive for up to $10,000 per calendar year of expenses the Executive incurs related to tax,
estate and/or financial advisory services (the “Financial Services”), subject to any conditions
specified by the Compensation Committee of the Company’s Board of Directors, including, but not
limited to, reimbursement in accordance with the requirements of Section 409A of the Internal
Revenue Code; and
WHEREAS, the Executive agrees to the termination of the Car Allowance in exchange for the
Financial Services benefit, subject to any conditions specified by the Compensation Committee of
the Company’s Board of Directors; and
WHEREAS, pursuant to Section 6.09 of the Employment Agreement, no provision of the Employment
Agreement may be amended, waived or discharged except by the mutual written agreement of the
parties.
NOW, THEREFORE, in consideration of the premises herein and the consideration recited above,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to this
Acknowledgement and Amendment of the Employment Agreement (the “Amendment”), effective as of
January 1, 2010, as follows:
1. From and after January 1, 2010, the Executive hereby acknowledges that the Company is no
longer obligated to provide to the Executive the Car Allowance.
2. The Executive hereby waives any right to the Car Allowance and discharges the Company from
the obligation to provide the Car Allowance.
3. From and after January 1, 2010, the Company agrees to provide to Executive the Financial
Services benefit, subject to any conditions specified by the Compensation Committee of the
Company’s Board of Directors.
4. The Executive acknowledges that the Company’s ceasing to provide the Car Allowance does not
constitute an involuntary termination or a constructive termination under the Employment Agreement.
5. The Executive and the Company hereby agree that the Employment Agreement is deemed to be
amended and modified to affect the intent of this Amendment.
IN WITNESS WHEREOF, the Executive has hereunto set his hand, and the Company has caused these
presents to be executed in its name and on its behalf, on the dates indicated below, but effective
as of January 1, 2010.
| EXECUTIVE | PRIDE INTERNATIONAL, INC. | |||||
Xxxxxx X. Xxxx
|
By: | /s/ Xxxxx X. Xxxx
|
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| Title: Vice President, General Counsel & Secretary | ||||||
/s/ Xxxxxx X. Xxxx |
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Executive’s Signature
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Date: April 14, 2010 | |||||
Date: March 15, 2010
