PRIDE INTERNATIONAL, INC. 2007 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Exhibit 10.4
Form Stock Option Award (with additional provisions)
PRIDE INTERNATIONAL, INC.
2007 LONG-TERM INCENTIVE PLAN
2007 LONG-TERM INCENTIVE PLAN
This option agreement (“Option Agreement” or “Agreement”) executed between PRIDE
INTERNATIONAL, INC. (the “Company”), and _______________ (the “Optionee”), an employee of the Company
or one of its Subsidiaries, regarding a right (the “Option”) awarded to the Optionee on
_______________ (the “Grant Date”) to purchase from the Company up to but not exceeding in the
aggregate ____________ shares of Common Stock (as defined in the Pride International, Inc. 2007
Long-Term Incentive Plan (the “Plan”)) at $___.___ per share (the “Xxxxx Xxxxx”), such number of
shares and such price per share being subject to adjustment as provided in the Plan, and further
subject to the Optionee’s timely execution and return of the attached “Acceptance Form” and the
following terms and conditions:
1. Relationship to Plan, Employment Agreement and Company Policy.
This Option is subject to all of the terms, conditions and provisions of the Plan in effect on
the date hereof and administrative interpretations thereunder, if any, adopted by the Committee.
Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the
Plan. The Optionee acknowledges receipt of a copy of the Recoupment Policy and acknowledges that
this Agreement is subject to the terms and conditions of the Recoupment Policy including, without
limitation, reduction or cancellation of the Option, reduction or cancellation of other awards of
equity of the Company granted after the adoption date of the Recoupment Policy or return of the
proceeds of the Option. For purposes of this Option Agreement:
(a) “Disability” has the meaning set forth in Section 1.409A-3(i)(4) of the Treasury
Regulations and shall be determined by the Committee in its sole discretion.
(b) “Early Retirement” means the Optionee’s termination of Employment on or after the date the
Optionee has (i) attained age 55 and (ii) completed 15 years of continuous Employment (measured
from the Optionee’s last date of hire by the Company or any of its Subsidiaries).
(c) “Employment” means employment with the Company or any of its Subsidiaries.
(d) “Employment Agreement” means any employment agreement between the Optionee and the
Company.
(e) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(f) “Option Shares” means the shares of Common Stock covered by this Option Agreement.
(g) “Recoupment Policy” means the Company’s Incentive and Equity Compensation Recoupment
Policy as adopted by the Committee on August 13, 2009.
(h) “Retirement” means the Optionee’s termination of Employment on or after (i) attainment of
age 65 or, if applicable to the Optionee, any earlier age specified as the Optionee’s Normal
Retirement Age under the Pride International, Inc. Supplemental Executive Retirement Plan and (ii)
accrual of at least five years of continuous Employment as of the date of the Optionee’s
termination.
2. Exercise Schedule.
(a) Service Vesting. This Option may be exercised in installments in accordance with
the following schedule:
| Additional Percentage of Option | ||
| Date Vested | Shares Available for Purchase | |
| First anniversary of the Grant Date | 33 1/3% | |
| Second anniversary of the Grant Date | 33 1/3% | |
| Third anniversary of the Grant Date | 33 1/3% | |
| 100% |
Except as provided in subparagraph (c) below, the Optionee must be in continuous Employment
from the Grant Date through the date of exercisability in order for the Option to become
exercisable with respect to additional shares of Common Stock on such date.
(b) Accelerated Vesting. This Option shall become fully exercisable, irrespective of
the limitations set forth in subparagraph (a) above, provided that the Optionee has been in
continuous Employment since the Grant Date, upon the occurrence of:
(i) a Change in Control;
(ii) the Optionee’s Disability;
(iii) the Optionee’s death; or
(iv) upon the Optionee’s Termination (as defined in the Employment
Agreement as in effect as of the Grant Date).
(c) Retirement. If Optionee’s termination of Employment is due to Retirement, this
Option shall continue to become exercisable in accordance with the schedule identified in
subparagraph (a) above as if the Optionee had remained in Employment until expiration of the
Option; provided, however, that if the Optionee’s Retirement occurs before the
first anniversary of the Grant Date, the Optionee’s Option Shares as of the date of the
Optionee’s Retirement shall be prorated by a fraction, the numerator of which shall be the number
of full days of the Optionee’s Employment during the period beginning on the Grant Date and ending
on the first anniversary of the Grant Date and the denominator of which shall be the number of days
in the period beginning on the Grant Date and ending on the first anniversary of the Grant Date,
and the remaining Option Shares shall be forfeited.
(d) Timing of Exercise. To the extent the Option becomes exercisable, such Option may
be exercised in whole or in part (at any time or from time to time, except as otherwise provided
herein) until expiration of the Option pursuant to the terms of this Agreement or the Plan.
(e) Limitations Pursuant to Company Policy. Vesting of all or a portion of the Option
pursuant to this Section 2 is subject to cancellation in accordance with the Recoupment Policy, and
if so cancelled, the Optionee shall immediately forfeit the cancelled portion of the Option.
3. Termination of Option.
The Option hereby granted shall terminate and be of no force and effect with respect to any
shares of Common Stock not previously purchased by the Optionee at the earliest time specified
below:
(a) the tenth anniversary of the Grant Date;
(b) if Optionee’s Employment is terminated by the Company or a Subsidiary for serious
misconduct (as determined by the Committee) at any time after the Grant Date, then the Option shall
terminate immediately upon such termination of Optionee’s Employment;
(c) if Optionee’s Employment is terminated due to (i) death at any time after the Grant Date
and while in the employ of the Company or its Subsidiaries or within 60 days after termination of
such Employment or (ii) Disability at any time after the Grant Date, then the Option shall
terminate on the first business day following the expiration of the one-year period which began on
the date of Optionee’s death or Disability, as applicable;
(d) if Optionee’s Employment is terminated due to Early Retirement or Retirement, then the
Option shall terminate on the first business day following the expiration of the three-year period
which began on the date of Optionee’s Early Retirement or Retirement, as applicable;
(e) in the event Optionee has a Change in Control Termination (as defined in the Employment
Agreement as in effect as of the Grant Date) then the Option shall terminate on the later of (i)
the date that is two years after the date of the Change in Control or (ii) the date that is 120
days after the date of Optionee’s Change in Control Termination; or
(f) if Optionee’s Employment is terminated for any reason other than those specified above in
this Section 3, then the Option shall terminate on the first business day
following the expiration of the 120-day period which began on the date of termination of
Optionee’s Employment.
Except as provided in Section 2(c) hereof, in any event in which the Option remains
exercisable for a period of time following the date of termination of Optionee’s Employment, the
Option may be exercised during such period of time only to the extent it was exercisable as
provided in Section 2 on such date of termination of Optionee’s Employment. Except as provided in
Section 2(c) hereof, the portion of the Option not exercisable upon
termination shall terminate and be of no force and effect upon the date of the Optionee’s termination of Employment.
4. Exercise of Option.
Subject to the limitations set forth herein and in the Plan, this Option may be exercised by
written notice provided to the Company as set forth in Section 5. Such written notice shall (a)
state the number of shares of Common Stock with respect to which the Option is being exercised, (b)
be accompanied by cash or shares of Common Stock (not subject to limitations on transfer) or a
combination of cash and Common Stock payable to Pride International, Inc. in the full amount of the
purchase price for any shares of Common Stock being acquired and (c) be accompanied by cash or
Common Stock in the full amount of all federal and state withholding or other employment taxes
applicable to the taxable income of such Optionee resulting from such exercise (or instructions to
satisfy such withholding obligation by withholding Option Shares in accordance with Section 8).
For the purpose of determining the amount, if any, of the purchase price satisfied by payment in
Common Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise.
Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will
not exercise the option granted pursuant hereto, and the Company will not be obligated to issue any
option shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of
such shares would constitute a violation by the Optionee or by the Company of any provision of any
law or regulation of any governmental authority or any stock exchange or transaction quotation
system. The Optionee agrees that, unless the options and shares covered by the Plan have been
registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election,
require the Optionee to give a representation in writing in form and substance satisfactory to the
Company to the effect that he is acquiring such shares for his own account for investment and not
with a view to, or for sale in connection with, the distribution of such shares or any part
thereof.
If any law or regulation requires the Company to take any action with respect to the shares
specified in such notice, the time for delivery thereof, which would otherwise be as promptly as
possible, shall be postponed for the period of time necessary to take such action.
5. Notices.
Notice of exercise of the Option must be made in the following manner, using such forms as the
Company may from time to time provide:
(a) by registered or certified United States mail, postage prepaid, to Pride International,
Inc., Attn: Corporate Secretary, 0000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, in which case
the date of exercise shall be the date of mailing; or
(b) by hand delivery or otherwise to Pride International, Inc., Attn: Corporate Secretary,
0000 Xxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, in which case the date of exercise shall be the
date when receipt is acknowledged by the Company.
Notwithstanding the foregoing, in the event that the address of the Company is changed prior
to the date of any exercise of this Option, notice of exercise shall instead be made pursuant to
the foregoing provisions at the Company’s current address.
Any other notices provided for in this Agreement or in the Plan shall be given in writing and
shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by
the Company to the Optionee, five days after deposit in the United States mail, postage prepaid,
addressed to the Optionee at the address specified at the end of this Agreement or at such other
address as the Optionee hereafter designates by written notice to the Company.
6. Assignment of Option.
Subject to the approval of the Committee, in its sole discretion, the Option may be
transferred by the Optionee to (i) the children or grandchildren of the Optionee (“Immediate Family
Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members
(“Immediate Family Member Trusts”) or (iii) a partnership or partnerships in which such Immediate
Family Members have at least 99% of the equity, profit and loss interests (“Immediate Family Member
Partnerships”). Subsequent transfers of transferred Options shall be prohibited except by will or
the laws of descent and distribution, unless such transfers are made to the original Optionee or a
person to whom the original Optionee could have made a transfer in the manner described herein. No
transfer shall be effective unless and until written notice of such transfer is provided to the
Committee, in the form and manner prescribed by the Committee. Following transfer, any such
Options shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, and, except as otherwise provided herein, the term Optionee shall be
deemed to refer to the transferee.
After the death of the Optionee, exercise of the Option shall be permitted only by the
Optionee’s executor or the personal representative of the Optionee’s estate (or by his assignee, in
the event of a permitted assignment) and only to the extent that the option was exercisable on the
date of the Optionee’s death.
7. Stock Certificates.
Certificates representing the Common Stock issued pursuant to the exercise of the Option will
bear all legends required by law and necessary or advisable to effectuate the
provisions of the Plan and this Option. The Company may place a “stop transfer” order against
shares of the Common Stock issued pursuant to the exercise of this Option until all restrictions
and conditions set forth in the Plan or this Agreement and in the legends referred to in this
Section 7 have been complied with.
8. Withholding.
No certificates representing shares of Common Stock purchased hereunder shall be delivered to
or in respect of an Optionee unless the amount of all statutory federal, state and other
governmental withholding tax requirements imposed upon the Company with respect to the issuance of
such shares of Common Stock has been remitted to the Company or unless provisions to pay such
withholding requirements have been made to the satisfaction of the Committee. The Committee may
make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with this Option. The Optionee may pay all or any portion of
the taxes required to be withheld by the Company or paid by the Optionee in connection with the
exercise of all or any portion of this Option by delivering cash, or, with the Committee’s
approval, by electing to have the Company withhold shares of Common Stock, or by delivering
previously owned shares of Common Stock, having a Fair Market Value equal to the amount required to
be withheld or paid. The Optionee may only request withholding Option Shares having a Fair Market
Value equal to the statutory minimum withholding amount. The Optionee must make the foregoing
election on or before the date that the amount of tax to be withheld is determined. If the
Optionee is subject to the short-swing profits recapture provisions of Section 16(b) of the
Exchange Act, any such election shall be subject to such other restrictions as may be established
by the Committee in order that satisfaction of withholding tax obligations with shares of Common
Stock might be exempt from the operation of Section 16(b) of the Exchange Act in whole or in part.
9. Shareholder Rights.
The Optionee shall have no rights of a shareholder with respect to shares of Common Stock
subject to the Option unless and until such time as the Option has been exercised and ownership of
such shares of Common Stock has been transferred to the Optionee.
10. Successors and Assigns.
This Agreement shall bind and inure to the benefit of and be enforceable by the Optionee, the
Company and their respective permitted successors and assigns (including personal representatives,
heirs and legatees), except that the Optionee may not assign any rights or obligations under this
Agreement except to the extent and in the manner expressly permitted herein.
11. No Employment Guaranteed.
No provision of this Option Agreement shall confer any right upon the Optionee to continued
Employment.
12. Governing Law.
This Option Agreement shall be governed by, construed and enforced in accordance with the laws
of the State of Texas.
13. Amendment.
This Agreement cannot be modified, altered or amended except by an agreement, in writing,
signed by both the Company and the Optionee.
