PRIDE INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AMENDED PARTICIPATION AGREEMENT
EXHIBIT 10.15
PRIDE INTERNATIONAL, INC.
SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
AMENDED
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 Xxxxx X. Xxxxxx (the
“Executive”);
WITNESSETH:
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 March 15, 2007 (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 January 1,
2007 and where (b) equals the full calendar months from and after January 1,
2007 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.
(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.
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(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 provisions herein to the
contrary, in no event shall the SERP Benefit be paid sooner than the date
permitted under Section 409A of the Code or Section 8.11 of the Plan related to
compliance with Section 409A of the Code.
(a) Normal Retirement
Date. If the Executive terminates employment on or after his
Normal Retirement Date with a vested SERP Benefit, the SERP Benefit will be paid
as provided in Section 4.1 of the Plan.
(b) Early Retirement
Date. If the Executive terminates employment on or after his
Early Retirement Date but before his Normal Retirement Date with a vested SERP
Benefit, the SERP Benefit will be paid as provided in Section 4.2(a) of the
Plan.
(c) 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 his Early Retirement Date, the vested portion of the Executive’s SERP Benefit
shall be payable in the applicable form specified in Section 4.9(a) of the Plan,
and shall be paid in accordance with Section 4.9(b) of the Plan.
(d) Involuntary
Termination. Section 4.2(b) of the Plan shall not apply to the
Executive and is hereby superseded in its entirety.
(e) Death. If the
Executive terminates employment by reason of death, the SERP Benefit shall be
paid as provided in Section 4.5 of the Plan.
(f) Disability. If the
Executive terminates employment by reason of Disability, the SERP Benefit shall
be paid as provided in Section 4.6 of the Plan.
(g) Change in
Control. If the Executive has a Change in Control Termination,
the SERP Benefit shall be paid as provided in Section 4.4 of the
Plan.
(h) Cause and Other
Terminations. The Executive shall forfeit all rights to any
benefits under the Plan, whether or not vested, upon a termination
of
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employment
due to Cause or due to any reason not described in items (a) through (g) of this
paragraph 5.
6. Minimum Normal Retirement
Benefit. For purposes of Section 4.9(a) of the Plan, the
Executive’s Minimum Normal Retirement Benefit is $1,909,931.
7. Retiree Medical
Benefits. As of the date the Executive terminates employment
with any vested right to a SERP Benefit pursuant to the terms of the Plan and
this Amended Participation Agreement, whether or not the SERP Benefit commences
on termination, the Executive shall be deemed to have satisfied the eligibility
requirements to be a qualifying retiree for retiree medical and dental
benefits. For this purpose, and regardless whether at such time the
Company makes retiree medical and dental coverage available to employees
generally, retiree medical and dental coverage shall be provided until the later
of the Executive’s death or the death of Executive’s surviving spouse (if any),
shall extend to the Executive, his spouse (if any), and his eligible dependent s
who were covered under the Company’s group health plan as of the date of
termination of employment (“Eligible Dependents”), and shall be at least as
favorable as the group medical and dental coverage offered by the Company to
employees of the Company who serve in an executive capacity; provided, however,
that coverage shall (i) be suspended during any period the Executive is eligible
for and covered by other group medical coverage provided by another employer,
(ii) at such time as the Executive or the Executive’s spouse, as applicable,
becomes eligible for and covered by Medicare, be converted to Medicare
Supplement coverage (providing coverage for deductibles and coinsurance in
excess of coverage under Medicare Part A and B or any successor to such parts),
and (iii) terminate with respect to Eligible Dependents, other than the
Executive’s spouse, at such time as the Eligible Dependents are no longer
eligible for coverage under the terms of the group medical plan maintained for
active executives of the Company. The Executive, or if applicable,
the Executive’s surviving spouse, shall be responsible for the payment of the
applicable premiums for the cost of all coverage described in this paragraph at
a rate not to exceed the cost to active employees of the Company who serve in an
executive capacity of the most comprehensive group medical and dental coverage
offered by the Company. Any benefits to the Executive’s spouse or
surviving spouse pursuant to this paragraph are available solely to the spouse
to whom the Executive was married on the date of termination. If the
Executive is eligible for retiree medical and dental benefit coverage pursuant
to this paragraph 7, such benefit coverage shall commence on the Executive’s
Normal Retirement Date or, if the Executive has terminated after his Early
Retirement Date, the Early Retirement Date; provided, however, if the Executive
is receiving health insurance coverage on such date pursuant to the Employment
Agreement, the retiree medical and dental benefit coverage shall commence upon
the expiration of continued health insurance coverage as provided under the
Employment Agreement.
Notwithstanding
the foregoing, the Executive shall pay the full cost of the benefits as
determined under the then current practices of the Company on a monthly basis
provided that the Company shall reimburse the Executive the excess of costs, if
any, above the then active employee cost for such benefits. Any
reimbursements by the Company to the Executive required under this paragraph
shall be made on a regular, periodic basis within thirty (30) days after such
reimbursable amounts are incurred by the Executive. Any
reimbursements provided during one taxable year of the Executive shall not
affect the expenses eligible for reimbursement in any other taxable year of the
Executive (with the exception of applicable
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lifetime
maximums applicable to medical expenses or medical benefits described in Section
105(b) of the Code) and the right to reimbursement under this paragraph shall
not be subject to liquidation or exchange for another benefit or
payment.
8. Tax
Provisions. The Executive agrees that the payor of the Plan
benefit may take whatever steps the payor, in its sole discretion, deems
appropriate or necessary to satisfy state and federal income tax, social
security, Medicare, other tax withholding obligations arising out of the
benefits payable under this Amended Participation Agreement. The Executive
acknowledges that all payments and benefits hereunder are subject to delayed
payment pursuant to Section 8.11 of the Plan in compliance with Section 409A of
the Code.
9. Status of Amended
Participation Agreement. The benefits payable under this
Amended Participation Agreement shall be independent of, and in addition to, any
other agreement relating to the Executive’s employment that may exist from time
to time between the parties hereto, or any other compensation payable by the
Employer to the Executive, whether salary, bonus or otherwise. This
Amended Participation Agreement shall not be deemed to constitute a contract of
employment between the parties hereto, nor shall any provision hereof, except as
expressly stated, restrict the right of the Employer to discharge the Executive
or restrict the right of the Executive to terminate the Executive’s
employment.
10. Entire
Agreement. Except as otherwise provided in this paragraph 10,
this Amended Participation Agreement and the Plan constitute the entire
understanding between the parties hereto with respect to the subject matter
hereof, and all promises, representations, understandings, arrangements and
prior agreements are superseded in their entirety by this Amended Participation
Agreement and the Plan. This Amended Participation Agreement may be
amended, modified or terminated, in whole or in part, at any time by a written
instrument executed by both parties hereto. Notwithstanding anything
to the contrary in the Plan, this Amended Participation Agreement may set forth
specific terms or provisions modifying the terms of the Plan with respect to the
Executive, and the terms of this Amended Participation Agreement shall be
controlling. Except as explicitly provided in this paragraph 10, this
Amended Participation Agreement is not intended to constitute a waiver by the
Executive of any rights or benefits that he may have under the Employment
Agreement and if any provision of the Employment Agreement is more favorable to
the Executive than the provisions of the Plan or this Amended Participation
Agreement, such more favorable provision of the Employment Agreement shall
control.
11. Severability. If,
for any reason, any provision of this Amended Participation Agreement is held
invalid, in whole or in part, such invalidity shall not affect any other
provision of this Amended Participation Agreement not so held invalid, and each
such other provision shall to the full extent consistent with law continue in
full force and effect. If this Amended Participation Agreement or any
portion thereof conflicts with any law or regulation governing the activities of
the Employer, this Amended Participation Agreement or appropriate portion
thereof shall be deemed invalid and of no force or effect.
12. Governing
Law. This Amended Participation Agreement shall be governed by
and construed in accordance with the laws of the State of Texas.
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IN
WITNESS WHEREOF, the parties have executed this Amended Participation Agreement
(in multiple copies) as of the date set forth below.
PRIDE
INTERNATIONAL, INC.
By
/s/ XXXXX
X.
XXXXXXX
ATTEST: Xxxxx X. Xxxxxxx
President and Chief Executive Officer
/s/ W. XXXXXXX
XXXXXX Date: December 31,
2008
W.
Xxxxxxx Xxxxxx
Senior
Vice President - Legal, Information
Strategy
and General Counsel
/s/ Xxxxx X.
Xxxxxx
EXECUTIVE
Date: December 31,
2008
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