PRIDE INTERNATIONAL, INC.
EMPLOYMENT/NON-COMPETITION/
CONFIDENTIALITY AGREEMENT
XXXXX X. XXXXXXX M.
EFFECTIVE DATE: JANUARY 1, 2002
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EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY AGREEMENT
DATE: January 1, 2002
COMPANY/EMPLOYER: Pride International, Inc.
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
EXECUTIVE/EMPLOYEE: Xxxxx X. Xxxxxxx M.
This Agreement is made as of the date first above written and to become
effective as herein provided.
PREAMBLE
WHEREAS, the Company wishes to attract and retain well-qualified key
personnel and to assure itself of the continuity of its management;
WHEREAS, Executive is a Director of the Company with significant
responsibilities in the conduct of its business;
WHEREAS, the Company recognizes that Executive is a valuable resource
of the Company and the Company desires to be assured of the continued services
of Executive;
WHEREAS, the Company desires to obtain assurances that Executive will
devote his best efforts to the Company and will not enter into competition with
the Company in its business as now conducted and to be conducted, or solicit
customers or other employees of the Company to terminate their relationships
with the Company;
WHEREAS, Executive is a key employee and Director of the Company and he
acknowledges that his talents and services to the Company are of a special,
unique, unusual and extraordinary character and are of particular and peculiar
benefit and importance to the Company;
WHEREAS, the Company is concerned that in the event of a possible or
threatened change in control of the Company, uncertainties necessarily arise;
the Company, therefore, desires to provide Executive assurances as to the
continuation of his status and responsibilities in such event;
WHEREAS, Executive is willing to continue to serve as such but desires
assurances that in the event of such a change in control he will continue to
have the status and responsibilities he could reasonably expect absent such
event and, that in the event this turns out not to be the case, he will have
fair and reasonable severance protection on the basis of his service to the
Company to that time;
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WHEREAS, different factors affect the Company and Executive under
circumstances of regular employment between the Company and the Executive when
there is no threat of change in control and/or none has occurred, as opposed to
circumstances under which a change in control is rumored, threatened, occurring
or has occurred. For this reason this Employment Agreement is primarily in two
parts. One part deals with the regular employment of Executive under
circumstances whereby no change in control is threatened, occurring or occurred;
herein called "Regular Employment". The second part deals with circumstances
whereby a change in control is threatened, occurring or has occurred. Other
parts of the Agreement deal with matters affecting both Regular Employment and
employment following change in control, including non-competition and
confidentiality; and
WHEREAS, Executive is willing to enter into and carry out the
Non-Competition and Confidentiality Agreement set forth herein in consideration
of the employment agreement set forth herein.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
I. PRIOR AGREEMENTS/EMPLOYMENT CONTRACTS.
1.01 Prior Agreements. All prior agreements between the parties, including
but not limited to that certain agreement dated February 6, 1997 and
its amendment dated September 16, 1999 ("Compensation Agreement") are
hereby terminated as of the Effective Date. All obligations of both
parties have been fully satisfied under the Compensation Agreement.
II DEFINITION OF TERMS.
2.01 Company. Company means Pride International, Inc., as the same presently
exists, as well as any and all successors, regardless of the nature of
the entity or the State or Nation of organization, whether by
reorganization, merger, consolidation, absorption or dissolution. For
the purpose of the Non-Competition and Confidentiality agreement,
Company includes any subsidiary or affiliate of the Company to the
extent it is carrying on any portion of the business of the Company or
a business similar to that being conducted by the Company.
2.02 Executive/Officer Employee. Executive/Officer/Employee means Xxxxx X.
Xxxxxxx M.
2.03 Office/Position/Title. Executive shall be a Company representative for
Business Development.
2.04 Effective Date. This Agreement becomes effective and binding as of
January 1, 2002.
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2.05 Change in Control. The term a "Change in Control" of the Company shall
mean, and shall be deemed to have occurred on the date of the first to
occur of any of the following:
a. there occurs a Change in Control of the Company of the nature
that would be required to be reported in response to item 6(e) of
Schedule 14A of Regulation 14A or Item 1 of Form 8(k) promulgated
under the Securities Exchange Act of 1934 as in effect on the
date of this Agreement, or if neither item remains in effect, any
regulations issued by the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 which serve
similar purposes;
b. any person (as such term is used in Sections 12(d) and 14(d)(2)
of the Securities Exchange Act of 1934) is or becomes a
beneficial owner, directly or indirectly, of securities in excess
of the amount set out in the Company's Rights Agreement dated
September 13, 2001, as amended from time to time or/as otherwise
modified by the Company's Board of Directors.
c. the individuals who were members of the Board of Directors of the
Company immediately prior to a meeting of the shareholders of the
Company involving a contest for the election of Directors shall
not constitute a majority of the Board of Directors following
such election;
d. the Company shall have merged into or consolidated with another
corporation, or merged another corporation into the Company, on a
basis whereby less than fifty percent (50%) of the total voting
power of the surviving corporation is represented by shares held
by former shareholders of the Company prior to such merger or
consolidation;
e. the Company shall have sold transferred or exchanged all, or
substantially all, of its assets to another corporation or other
entity or person.
2.06 Termination. The term "termination" shall mean termination, prior to
the expiration of the Employment Period, of the employment of the
Executive with the Company [including death and disability (as
described below)] for any reason other than cause (as described below)
or voluntary resignation (as described below). Termination includes
"Constructive Termination" as described below. Termination includes
non-renewal or failure to extend this Agreement at the end of any
employment term, except for cause.
a. The term "disability" means physical or mental incapacity
qualifying the Executive for a long-term disability under the
Company's long-term disability plan. If no such plan exists on
the Effective date of this Agreement, the term "disability" means
physical or mental incapacity as determined by a doctor jointly
selected by the Executive and the Board of Directors of the
Company qualifying the Executive for long-term disability under
reasonable employment standards.
b. The term "cause" means: (i) the failure of the Executive to
perform his duties with
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the Company (other than any failure due to physical or mental
incapacity) after a demand for substantial performance is
delivered to him by his supervisor which specifically identifies
the manner in which he believes he has not substantially
performed his duties, (ii) misconduct materially and demonstrably
injurious to the Company, (iii) violation of any Company policy
including the covenant not to compete (except after termination
under the change in Control provisions and confidentiality
provisions hereof), or (iv) making a false statement on his
employment application or any annual D&O questionnaire which are
incorporated herein by reference. The unwillingness of the
Executive to accept any change in the nature or scope of his
position, authorities or duties or any other reasonable request
of the Company in respect of his position, authority, or
responsibility may be considered by his supervisor to be a
failure to perform by the Executive unless it occurs after a
Change in Control. Notwithstanding the foregoing, the Executive
shall not be deemed to have been terminated for cause for
purposes of this Agreement unless and until there shall have been
delivered to him a letter setting out the particulars and basis
for his termination for cause.
c. The resignation of the Executive shall be deemed "voluntary" if
it is for any reason other than one or more of the following:
(1) the Executive's resignation or retirement is requested by
the Company other than for cause;
(2) any reduction in the Executive's total compensation or
benefits from that provided in the Compensation and
Benefits Section hereof;
(3) the material breach by the Company of any other provision
of this Agreement;
(4) non-renewal or failure to extend any employment term,
contrary to the wishes of the Executive.
Termination that entitles the Executive to the payments and benefits
provided in the "Termination payments and Benefits" Section hereof shall not be
deemed or treated by the Company as the termination of the Executive's
employment or the forfeiture of his participation, award, or eligibility, for
the purpose of any plan, practice or agreement of the Company referred to in the
Compensation and Benefits Section hereof.
2.07 Customer. The term "Customer" includes all persons, firms or entities
that are purchasers or end-users of services or products offered,
provided, developed, designed, sold, or leased by the Company during
the relevant time periods, and all persons, firms or entities which
control or which are controlled by the same person, firm or entity
which controls such purchase.
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III EMPLOYMENT.
3.01 Employment. Except as otherwise provided in this Agreement, the Company
hereby agrees to continue the Executive in its employ, and the
Executive hereby agrees to remain in the employ of the Company, for the
Term of Employment ("Employment Period") herein specified. During the
Employment Period, Executive shall exercise such position and authority
and perform such responsibilities as are commensurate with the position
and as directed by his supervisor which services shall be performed at
such location as the Company may reasonably require.
3.02 Best Efforts and other Employment of Executive.
a. Executive agrees that he will at all times faithfully,
industriously and to the best of his ability, experience and
talents, perform all of the duties that may be required of and
from him pursuant to the express and implicit terms hereof, to
the reasonable satisfaction of the Company and in compliance with
the Company Policy Manual. Said duties shall be rendered at such
place or places within or outside the United States as the
Company shall in good faith require or as the interest, needs,
business, or opportunities of the Company shall require.
b. Executive shall have the right to make investments in businesses
and engage in activities other than those engaged by the Company.
Executive shall also have the right to engage in any outside
activities and businesses which are not being engaged in by the
Company and which shall not otherwise interfere with the
performance of his duties hereunder. Executive shall have the
right to make investments in the manner and to the extent
authorized and set forth in the Non-Competition Section of this
Agreement and the Securities' Transaction Policy of the Company
(Policy I-37 dated 12-1-97).
3.03 Term of Employment. ("Employment Period"). Executive's regular
employment (no Change in Control being presently contemplated) will
commence on the Effective Date of this Agreement and will be a for a
term of three (3) years ending at 12:00 o'clock midnight December 31,
2004; thereafter, the Term of Employment of executive will be
automatically extended for successive terms of one (1) year each
commencing January 1, 2005, and on January 1 of each year thereafter,
unless Company or Executive gives written notice to the other that
employment will not be renewed or continued after the next scheduled
expiration date which is not less than one (1) year after the date that
the notice of non-renewal was given. All extended employment terms will
be considered to be within the Employment Period while Executive is
employed with the Company.
3.04 Compensation and Benefits. During the Employment Period the Executive
shall receive the following compensation and benefits:
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a. He shall receive an annual base salary which is not less than his
annual base salary, with the opportunity for increases, from time
to time thereafter, which are in accordance with the Company's
regular executive compensation practices ("annual base salary").
Executive's salary will be reviewed at least annually.
Executive's initial annual base salary will be $180,000.
b. He shall not be eligible to participate in the annual bonus, and
other incentive compensation plans, which provide opportunities
to receive compensation in addition to his annual base salary,
which is provided by the Company for Executives with comparable
duties. However, he shall be eligible to participate in the
Company's annual award of stock options to employees and he may
be entitled to an "outstanding achievement" bonus as determined
solely at the discretion of the Company's Board of Directors.
c. To the extent such plans exist immediately prior to the Effective
Date of this Agreement, he will be entitled to receive and
participate in exempt employee benefits (including, but not
limited to, medical, life, health, accident and disability
insurance and disability benefits) and perquisite provided by the
Company to Executives with comparable duties.
d. He shall be entitled to reimbursement of reasonable business
expenses.
e. Participation in any other executive incentive stock and benefit
plans approved by the Committee provided they are permitted in
the jurisdiction of Executive's primary residence.
3.05 Termination without Change In Control. The Company shall have the right
to terminate Executive at any time during the Employment Period
(including any extended term). Should the Company choose not to renew
or extend the employment Period of this Employment Agreement or choose
to terminate the Executive, during or at the end of the Employment
Period, or in the event of death or disability of the Executive, if the
termination is not after a Change in Control and is not for cause, the
Company shall, within thirty (30) days following such termination, pay
and provide to the Executive (or his Executor, Administrator or Estate
in the event of death, as soon as reasonably practical):
a. An amount equal to one (1) full year of his base salary
(including the amount allocated to the covenant not to compete),
which base salary is here defined as twelve (12) times the then
current monthly salary in effect for the Executive and all other
benefits due him based upon the salary in effect on the Date of
Termination (but not less than the highest annual base salary
paid to the Executive during any of the three (3) years
immediately preceding his Date of Termination). There shall be
deducted only such amounts as may be required by law to be
withheld for taxes and other applicable deductions.
b. The Company shall make available to Executive and his immediate
family (as
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defined in the Company Plan) for a period of one (1) full year
following the date of Termination, life, health, accident and
disability insurance, (under COBRA) which are not less than the
highest benefits furnished to the Executive and his immediate
family (as defined in the Company Plan) during the term of this
Agreement.
c. The Company shall pay, distribute and otherwise provide to the
Executive the amount and value of his entire plan account and
interest under any employee benefit plan, investment plan or
stock ownership plan, if any exists on the Date of Termination,
and all employer contributions made or payable to any such plan
for his account prior to the end of the month in which
Termination occurs shall be deemed vested and payable to him.
Such payment or distribution shall be in accordance with the
elections made by the Executive in respect of distributions in
accordance with the plan as if the Executive's employment in the
Company terminated at the end of the month in which Termination
occurs.
d. All stock options and awards to which the Executive is entitled
will immediately vest and the time for exercising any option will
be as specified in the plan as if the Executive were still
employed by the Company; provided however, if the immediate
vesting of all benefits under the plan is not permitted by the
plan, then the benefits will be vested only to the extent
authorized or permitted by the plan.
e. All life, health, hospitalization, medical and accident benefits
available to Executive's spouse and dependents (as defined in the
Company Plan) shall continue (under COBRA) for the same term as
the Executive's benefits or and if the Executive dies, all
benefits will be provided for a term of one (1) year (or two (2)
years after a change in Control) after the date of death of the
Executive to such spouse and dependents (as defined in the
Company Plan).
f. The Company's obligation under this section to continue to pay or
provide health care, life, accident and disability insurance to
the Executive, the Executive's spouse and Executive's dependents
(as defined in the Company plan), during the remainder of the
Employment Period shall be reduced when and to the extent of any
such benefits are paid or provided to the Executive by another
employer or another plan.
g. The Company shall deduct applicable withholding taxes in
performing its obligation under this Section.
Nothing in this Section is intended, nor shall be deemed or
interpreted, to be an amendment to any compensation, benefit or other plan to
the Company. To the extent the Company's performance under this Section includes
the performance of the Company's obligations to the Executive under any other
plan or under another agreement between the Company and the Executive, the
rights of the Executive under such other plan or other agreements, which are
discharged under this Agreement, are discharged, surrendered, or released pro
tanto.
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IV CHANGE IN CONTROL
4.01 Extension of Employment Period. Upon any Change in Control the
Employment Period shall be immediately and without further action
extended for a term of two (2) years following the Effective Date of
the Change in Control and will expire at 12:00 o'clock midnight on the
last day of the month following two (2) years after the Change in
Control. Thereafter, the employment period will be extended for
successive terms of one (1) year each, unless terminated, all in the
manner specified in the Term of Employment Section pertaining to
regular employment.
4.02 Change in Control Termination Payments and Benefits. In the event the
Executive is terminated within two (2) years following a Change in
Control, the Executive will receive the payments and benefits specified
in the "Termination without Change in Control" Section in the same time
and manner therein specified except as amended and modified hereby:
a. The salary and benefits specified in Section 3.05a. Will be paid
based upon a multiple of two (2) years (instead of one (1) year).
b. Life, health, accident and disability insurance specified in
section 3.05b. Will be provided until (i) Executive becomes
re-employed or receives similar benefits from a different source
or (ii) the duration of his COBRA entitlement, whichever is
earlier.
c. All other rights and benefits specified in section 3.05.
4.03 Voluntary Resignation upon Change in Control. If the Executive
voluntarily resigns his employment within six (6) months after a Change
in Control (whether or not Company may be alleging the right to
terminate employment for cause), he will receive the same payments,
compensation and benefits as if he had been terminated on the date of
resignation after Change in Control.
V. NON-COMPETITION AND CONFIDENTIALITY
5.01 Consideration. The base salary awarded to the Executive and to be paid
to the Executive in the future includes consideration for the
Non-Competition and Confidentiality agreement set forth herein and the
amount to be paid to Executive in the event of the termination of
employment of Executive, voluntarily, involuntarily, or under a Change
of Control, under Section 3.05 a. and 4.02a. Hereof constitute payment,
in part, for the Non-Competition and Confidentiality of the Executive.
It is contracted, stipulated and agreed that fifteen percent (15%) of
such amount paid and to be paid to the Executive shall constitute the
consideration
5.02 Non-Competition. Executive acknowledges that his employment with the
company has in the past and will, of necessity, provide him with
specialized knowledge, which if used in competition with the Company
could cause serious harm to the Company. Accordingly, the Executive
agrees that during his employment with the company and for a period of
one (1)
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year after he is no longer employed by the Company (unless his
employment is terminated after a Change in Control, in which event
there will be no covenant not to compete and the provisions of the
covenant not to compete herein contained will terminate on the date of
termination of Executive). Executive will not, directly or indirectly,
either as an individual, proprietor, stockholder {other than as a
holder of up to one percent (1%) of the outstanding shares of a
corporation whose shares are listed on a stock exchange or traded in
accordance with the automated quotation system of the National
Association of Securities Dealers}, partner, officer, employee or
otherwise:
a. work for, become an employee of, invest in, provide consulting
services or in any way engage in any business which provides,
produces, leases or sells products or services of the same or
similar type provided, produced, leased or sold by the Company,
within one (1) year preceding the Executive's termination of
employment, in any area where the Company provided, produced,
leased or sold such products or services at any time during the
one (1) year preceding such termination of employment; or
b. provide, sell, offer to sell, lease, offer to lease, or solicit
any orders for any products or services which the Company
provided within one (1) year preceding Executive's termination of
employment, to or from any person, firm or entity which was a
customer for such products or services of the Company during the
one (1) year preceding such termination from whom the Company had
solicited business during such one (1) year; or
c. solicit, aid, counsel or encourage any officer, director,
employee or other individual to (i) leave his or her employment
or position with the Company or (ii) compete with the business of
the Company, or (iii) violate the terms of any employment,
non-competition or similar agreement with the Company; or
d. employ, directly or indirectly; permit the employment of;
contract for services or work to be performed by; or otherwise
use, utilize or benefit from the services of any officer,
director, employee or any other individual holding a position
with the Company within two (2) years after the Date of
Termination of employment of Executive with the Company or within
two (2) years after such officer, director, employee or
individual terminated employment with the Company, whichever
occurs earlier.
5.03 Confidentiality. Executive acknowledges that his employment with the
Company has in the past and will, of necessity, provide him with
specialized knowledge, which, if used in competition with the Company,
or divulged to others, could cause serious harm to the Company.
Accordingly, executive will not at any time during or after his
employment by the Company, directly or indirectly, divulge, disclose or
communicate to any person, firm or corporation in any manner whatsoever
any information concerning any matter affecting or relating to the
Company or the business of the Company. While engaged as an employee of
the Company, Executive may only use information concerning any matters
affecting or
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relating to the Company or the business of the company for a purpose
which is necessary to the carrying out of the Executive's duties as an
employee of the company, and Executive may not make use of any
information of the Company after he is no longer an employee of the
company. Executive agrees to the foregoing without regard to whether
all of the foregoing matters will be deemed confidential, material or
important, it being stipulated by the parties that all information,
whether written or otherwise regarding the Company's business,
including, but not limited to, information regarding customers,
customer lists, costs, prices, earnings, products, services, formulae,
compositions, machines, equipment, apparatus, systems, manufacturing
procedures, operations, potential acquisitions, new location plans,
prospective and executed contracts and other business arrangements, and
sources of supply, is prima facie presumed to be important, material
and confidential information of the Company for the purposes of this
Agreement, except to the extent that such information may be otherwise
lawfully and readily available to the general public. Executive further
agrees that he will, upon termination of his employment with the
Company, return to the Company all books, records, lists and other
written, typed or printed materials, whether furnished by the Company
or prepared by Executive, which contain any information relating to the
Company's business, and Executive agrees that he will neither make nor
retain any copies of such materials after termination of employment.
5.04 Geographical Area. The geographical area within which the
non-competition covenants of this Agreement shall apply is any country
where there is located: (i) any of the Company's present offices, (ii)
any of the Company's present rig yards or rig operations, any well
servicing operations, and (iii) any additional location where the
Company, as of the date of any action taken in violation of the
non-competition covenants of this Agreement, has an office, a rig yard,
rig operation, well servicing operations or definitive plans to locate
an office, such a facility or has recently conducted such operations.
5.05 Company Remedies for Violation of Non-Competition or Confidentiality
Agreement. Without limiting the right of the Company to pursue all
other legal and equitable rights available to it for violation of any
of the covenants made by Executive herein, it is agreed that:
a. the skills, experience and contacts of Executive are of a
special, unique, unusual and extraordinary character which give
them a peculiar value;
b. the restrictions agreed to by Executive as to time and area
contained in this agreement are reasonable; and
c. the injury suffered by the Company by a violation of any covenant
in this Agreement resulting from loss of profits created by the
competitive use of such skills, experience and contacts and
otherwise will be difficult to calculate in damages in an action
at law and cannot fully compensate the Company for any violation
of any covenant in this Agreement. Accordingly:
(1) the Company shall be entitled to injunctive relief to
prevent violations thereof and to prevent Executive from
rendering any services to any
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person, firm or entity in breach of such covenant and to
prevent Executive from divulging any confidential
information; and
(2) compliance with this Agreement is a condition precedent to
the Company's obligation to make payments of any nature
to Executive.
5.06 Termination of Benefits for Violation of Non-Competition and
Confidentiality. If Executive's termination was not after a Change in
Control and if Executive shall be violating the Confidentiality and/or
Non-Competition Agreement or any agreement he may have signed as an
employee of the Company, Executive agrees that if after receipt of
written notice he shall continue such action, that there shall be no
obligation on the part of the Company to provide any payments or
benefits (other than payments or benefits already earned or accrued)
described in the Termination of Rights and Benefits Section hereof,
subject to the provisions of Section 6.01 hereof. There will be no
withholding of benefits or payments if the termination occurred after a
Change in Control and Executive will not be bound by the
non-competition provisions if terminated while the Change in Control
provisions hereof are applicable.
VI. GENERAL.
6.01 Enforcement Costs. The Company is aware that upon the occurrence of a
Change in Control, or under other circumstances even when a Change in
Control has not occurred, the Board of Directors or a shareholder of
the Company may cause or attempt to cause the Company to refuse to
comply with its obligations under this Agreement, or may cause or
attempt to cause the Company to institute, or may institute, litigation
seeking to have this Agreement declared unenforceable, or may take, or
attempt to take, other action to deny Executive the benefits intended
under this Agreement; or actions may be taken to enforce the
non-competition or confidentiality provisions of this Agreement. In
these circumstances, the purpose of this Agreement could be frustrated.
It is the intent of the parties that the Executive not be required to
incur the legal fees and expenses associated with the protection or
enforcement of his rights under this Agreement by litigation or other
legal action because such costs would substantially detract from the
benefits intended to be extended to Executive hereunder, nor be bound
to negotiate any settlement of his rights hereunder under threat of
incurring such costs. Accordingly, if at any time after the Effective
Date of this Agreement, it should appear to Executive that the Company
is or has acted contrary to or is failing or has failed to comply with
any of its obligations under this Agreement for the reason that it
regards this Agreement to be void or unenforceable, that Executive has
violated the terms of this Agreement, or for any other reason, or that
the Company has purported to terminate his employment for cause or is
in the course of doing so, or is withholding payments or benefits, or
is threatening to withhold payments or benefits, contrary to this
Agreement, or in the event that the Company or any other person takes
any action to declare this Agreement void or unenforceable, or
institutes any litigation or other legal action designed to deny,
diminish or to recover from Executive the benefits provided or intended
to be provided to him hereunder, and Executive has acted in good faith
to perform his obligations under this Agreement, the
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Company irrevocably authorizes Executive from time to time to retain
counsel of his choice at the expense of the Company to represent him in
connection with the protection and enforcement of his rights hereunder,
including, without limitation, representation in connection with
termination of his employment or withholding of benefits or payments
contrary to this Agreement or with the initiation or defense of any
litigation or any other legal action, whether by or against Executive,
or the Company or any Director, Officer, Shareholder or other person
affiliated with the Company, in any jurisdiction. Company is not
authorized to withhold the periodic payments of attorneys' fees and
expenses hereunder based upon any belief or assertion by the Company
that Executive has not acted in good faith or has violated this
Agreement. If Company subsequently establishes that Executive was not
acting in good faith and has violated this Agreement; Executive will be
liable to the Company for reimbursement of amounts paid due to
Executive's actions not based on good faith and in violation of this
Agreement. The reasonable fees and expenses of counsel selected from
time to time by Executive as hereinabove provided shall be paid or
reimbursed to Executive by the Company, on a regular, periodic basis
within thirty (30) days after presentation by Executive of a statement
or statements prepared by such counsel in accordance with its customary
practices, up to a maximum aggregate amount of One Hundred Fifty
Thousand Dollars ($150,000.00).
6.02 Income, Excise or other Tax Liability. Executive will be liable for an
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.
6.03 Payment of Benefits upon Termination for Cause. If the termination of
Executive is for cause and not after a Change in Control, the Company
will have the right to withhold all payments (except those specified in
Section 6.01); provided however, that if a final judgment is entered
finding that cause did not exist for termination, the Company will pay
all benefits to Executive to which he would have been entitled had the
termination not been for cause, plus interest on all amounts withheld
from Executive at the rate specified for judgments under Article
5069-1.05 V.A.T.S. If the termination for cause occurs after a Change
in Control, the Company shall not have the right to suspend or withhold
payments to Executive under any provision of this Agreement until or
unless a final judgment is entered upholding the Company's
determination that the termination was for cause, in which event
Executive will be liable to the Company for all amounts paid, plus
interest at the rate allowed for judgments under Article 5069-1.05
V.A.T.S.
6.04 Exclusive Agreement. The specific arrangements referred to herein are
intended to exclude Executive's participation in other Company
benefits, viz the Company bonus and incentive plan, available to
executive personnel generally. The Board of Directors of the Company
may at any time, limit, or further reduce or increase any compensation
or benefits to Executive.
6.05 Notices. Notices, requests, demands and other communications provided
for by this Agreement shall be in writing and shall either be
personally delivered by hand or sent by: (i)
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Registered or Certified Mail, Return Receipt Requested, postage
prepaid, properly packaged, addressed and deposited in the United
States Postal System; (ii) via facsimile transmission if the receiver
acknowledges receipt; or (iii) via Federal Express or other expedited
delivery service provided that acknowledgment of receipt is received
and retained by the deliverer and furnished to the sender, if to
Executive, at the last address he has filed, in writing, with the
Company, or if to the Company, to its Corporate Secretary at is
principal executive offices.
6.06 Non-Alienation. Executive shall not have any right to pledge,
hypothecate, anticipate, or in any way create a lien upon any amounts
provided under this Agreement, and no payments or benefits due
hereunder shall be assignable in anticipation of payment either by
voluntary or involuntary acts or by operation of law. So long as
Executive lives, no person, other than the parties hereto, shall have
any rights under or interest in this Agreement or the subject matter
hereof. Upon the death of Executive, his Executors, Administrators,
Devisees and Heirs, in that order, shall have the right to enforce the
provisions hereof.
6.07 Entire Agreement: Amendment. This Agreement constitutes the entire
agreement of the parties with respect of the subject matter hereof. No
provision of this Agreement may be amended, waived, or discharged
except by the mutual written agreement of the parties. The consent of
any other person(s) to any such amendment, waiver or discharge shall
not be required.
6.08 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Company, its successors and assigns, by operation
of law or otherwise, including, without limitation, any corporation or
other entity or persons which shall succeed (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, and the
Company will require any successor, by agreement in form and substance
satisfactory to Executive, expressly to assume and agree to perform
this Agreement. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of Executive and his
legal representatives, heirs and assigns, provided however, that in the
event of Executive's death prior to payment or distribution of all
amounts, distributions and benefits due him hereunder, each such unpaid
amount and distribution shall be paid in accordance with this Agreement
to the person or persons designated by Executive to the Company to
receive such payment or distribution and in the event Executive has
made no applicable designation, to his Estate. If the Company should
split, divide or otherwise become more than one entity, all liability
and obligations of the Company shall be the joint and several liability
and obligation of all of the parts.
6.09 Governing Law. Except to the extent required to be governed by the laws
of the State and Country of incorporation, the validity, interpretation
and enforcement of this Agreement shall be governed by the laws of the
State of Texas.
6.10 Venue. Venue for all proceedings hereunder will be in the U.S. District
Court for the Southern District of Texas, Houston Division. Executive
hereby waives his right to request a jury.
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6.11 Headings. The headings in this Agreement are inserted for convenience
of reference only and shall not affect the meaning or interpretation of
this Agreement.
6.12 Severability. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any
reason, the remaining provisions of this Agreement shall be binding
upon the parties hereto and the Agreement will be construed to give
meaning to the remaining provisions of this agreement in accordance
with the intent of this Agreement.
6.13 Partial Invalidity. In the event that any part, portion or Section of
this Agreement is found to be invalid or unenforceable for any reason,
the remaining provisions of this Agreement shall be binding upon the
parties hereto and the Agreement will be construed to give meaning to
the remaining provisions of this Agreement in accordance with the
intent of this Agreement.
6.14 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be original, but all of
which together constitute one and the same instrument.
IN WITNESS WHEREOF, Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors and the Compensation Committee,
the Company has caused these presents to be executed in its name and on its
behalf, and attested by its Secretary, all as of the day and year first above
written.
EXECUTED in multiple originals and/or counterparts as of the Effective
Date.
/s/ XXXXX X. XXXXXXX M.
----------------------------------
XXXXX X. XXXXXXX M.
PRIDE INTERNATIONAL, INC.
By: /s/ XXXX X. XXXXX
------------------------------
XXXX X. XXXXX
President & CEO
ATTEST
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------
XXXXXX X. XXXXXXX
Secretary
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