EXHIBIT 10.6
EMPLOYMENT/NON-COMPETITION/
CONFIDENTIALITY AGREEMENT
FIRST AMENDMENT
WHEREAS, Pride International, Inc. (the "Company") and Xxxx X.
Xxxxxxx, Xx. ("Executive") are parties to the
Employment/Non-Competition/Confidentiality Agreement (the "Agreement") dated
October 15, 1998; and
WHEREAS, the Company and Executive desire to amend the Agreement to
make certain changes with regard to tax provisions; and
WHEREAS, Section 6.07 of the Agreement provides that the Agreement
may be amended only by the written agreement of the parties.
NOW, THEREFORE, the parties agree to amend the Agreement, effective
August 12, 2004, as set forth below:
Section 6.02 of the Agreement is amended in its entirety to read as
follows:
"6.02 INCOME, EXCISE OR OTHER TAX LIABILITY. Executive will be
liable for and will pay all income tax liability by virtue of
any payments made to Executive under this Agreement, as if the
same were earned and paid in the normal course of business and
not the result of a Change in Control and not otherwise
triggered by the "golden parachute" or excess payment
provisions of the Internal Revenue Code of the United States,
which would cause additional tax liability to be imposed. If
any additional income tax, excise or other taxes are imposed
on any amount or payment in the nature of compensation paid or
provided to or on behalf of Executive, the Company shall
"gross-up" Executive for such tax liability by paying to
Executive an amount sufficient so that after payment of all
such taxes so imposed, Executive's position on an after-tax
basis is what it would have been had no such additional taxes
been imposed. Executive will cooperate with the Company to
minimize the tax consequences to Executive and to the Company
so long as the actions proposed to be taken by the Company do
not cause any additional tax consequences to Executive and do
not prolong or delay the time that payments are to be made, or
reduce the amount of payments to be made, unless Executive
consents in writing to any delay or deferment of payment."
IN WITNESS WHEREOF, Executive has hereunto set his hand and the
Company has caused these presents to be executed in its name and on its behalf.
EXECUTIVE
/s/ Xxxx X. Xxxxxxx, Xx.
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Xxxx X. Xxxxxxx, Xx.
PRIDE INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Chief Executive Officer
