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”);
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.
(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.
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employment
due to Cause or due to any reason not described in items (a) through (g) of this
paragraph 5.
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.
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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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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