PRIDE INTERNATIONAL INC
EMPLOYMENT/CONFIDENTIALITY AGMT - NICOLAS EVANOFF
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>6
<FILENAME>h03337exv10w30.txt
<DESCRIPTION>EMPLOYMENT/CONFIDENTIALITY AGMT - NICOLAS EVANOFF
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.30








                            PRIDE INTERNATIONAL, INC.


                          EMPLOYMENT/NON-COMPETITION/
                           CONFIDENTIALITY AGREEMENT


                               NICOLAS J. EVANOFF


                           EFFECTIVE OCTOBER 31, 2002


















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              EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY AGREEMENT


DATE:                      October 31, 2002

COMPANY/EMPLOYER:          Pride International, Inc.
                           a Delaware corporation
                           5847 San Felipe, Suite 3300
                           Houston, Texas 77057

EXECUTIVE/EMPLOYEE:        Nicolas J. Evanoff

         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
Executies and key personnel and to assure itself of the continuity of its
management;

         WHEREAS, Executive will be elected an officer of the Company with
significant management responsibilities in the conduct of its business;

         WHEREAS, the Company recognizes that Executive is a valuable resource
of the Company , however this Agreement is no assurance of continued employment;

         WHEREAS, the Company desires to obtain assurances that Executive will
devote his best efforts to his employment with 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 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 the Executive may feel insecure, and
therefore the Company desires to provide security to Executive in the event of a
Change in Control;

         WHEREAS, the Company further desires to assure Executive that, if a
possible or threatened Change in Control should arise and Executive should be
involved in deliberations or negotiations in connection therewith, Executive
would be in a secure position to consider and participate in such transaction as
objectively as possible in the best interests of the Company and to

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this end desires to protect Executive from any direct or implied threat to his
financial well-being by a Change in Control;

         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 have fair and
reasonable severance protection;

         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 Change in Control Agreement deals with
circumstances whereby a Change in Control is threatened, occurring or has
occurred; and

         WHEREAS, Executive is willing to enter into and carry out the
Non-Competition and Confidentiality Agreement provisions set forth herein in
consideration of this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, the parties agree as follows:

I.       PRIOR AGREEMENTS/CONTRACTS.

1.01     PRIOR AGREEMENTS. Executive has no continuing non-competition
         agreements with any prior employers that have not been disclosed to
         Company. Executive has completed a Company employment application and
         all information provided therein is true and correct and is
         incorporated herein by reference.

II       DEFINITION OF TERMS.

2.01     COMPANY. Company means Pride International, Inc., a Delaware
         corporation, 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 Nicolas J.
         Evanoff.

2.03     OFFICE/POSITION/TITLE. The Office, Position and Title for which the
         Executive is employed is that of Vice-President Corporate and
         Governmental Affairs of Pride International, Inc.

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2.04     EFFECTIVE DATE. This Agreement becomes effective and binding as of
         October 31, 2002.

2.05     CHANGE IN CONTROL. The term "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 of the
               company representing twenty percent (20%) or more of the combined
               voting power of the Company's then outstanding securities;

         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, for any
         reason other than cause (as described below) or voluntary resignation
         (as described below):

         a.    The term "cause" means: (i) the failure of the Executive to
               perform his duties with 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


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               (iv) making a false statement on his employment application which
               is 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.

         b.    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 herein;

               (3)   the material breach by the Company of any other provision
                     of this Agreement;

         Termination that entitles the Executive to the payments and benefits
provided herein 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 other agreement of the
Company.

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.

III.     CHANGE IN CONTROL.

3.01     CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event the
         Executive is terminated (except for cause) within two (2) years
         following a Change in Control, the Executive will receive the payments
         and benefits specified below:

         a.    An amount equal to two (2) full years 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

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               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 for a period of two (2) full years following the Date of
               Termination, life, health, accident and disability insurance
               which are not less than the highest benefits furnished to the
               Executive and his immediate family during the term of this
               Agreement.

         c.    An amount equal to two (2) times the target award that the
               Executive under the Company's annual bonus plan for the fiscal
               year in which the termination occurs, provided that if the
               Executive has deferred his award for such year under a Company
               plan, the payment due the Executive under this subparagraph shall
               be paid in accordance with the terms of the deferral or as
               specified by the Executive.

3.02     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.

3.03     This Agreement is no guaranty of continued employment. Executive
         remains an "at-will" employee hereunder and may be terminated at any
         time for any reason or for no reason.

IV.      NON-COMPETITION AND CONFIDENTIALITY

4.01     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
         under a Change in Control, 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 for
         the non-Competition and Confidentiality Agreement set forth herein.

4.02     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) 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

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         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
               and with regard to which Executive was engaged , or over which
               Executive had direct or indirect supervision or control, 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 and with regard to which the Executive had direct or
               indirect supervision or control, 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.

4.03     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 relating to the Company or the business of the company for
         a purpose which is necessary to

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         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.

4.04     GEOGRAPHICAL AREA. The geographical area within which the
         non-competition covenants of this Agreement shall apply is that
         territory within two hundred (200) miles of: (i) any of the Company's
         present offices, (ii) any of the Company's present rig yards or rig
         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
         or definitive plans to locate an office, a rig operation or a rig yard
         or has recently conducted rig operations. Notwithstanding the
         foregoing, if the two hundred (200) mile radius extends into another
         country or its territorial waters and the Company is not then doing
         business in that other country, there will be no territorial
         limitations extending into such other country.

4.05     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.    because of the business of the Company, 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

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               calculate in damages in an action at law and cannot fully
               compensate the Company for any violation of any covenant in this
               Agreement, accordingly:

               (i)   the Company shall be entitled to injunctive relief to
                     prevent violations thereof and to prevent Executive from
                     rendering any services to any person, firm or entity in
                     breach of such covenant and to prevent Executive from
                     divulging any confidential information; and

               (ii)  compliance with this Agreement is a condition precedent to
                     the Company's obligation to make payments of any nature to
                     Executive.

4.06     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 after receipt of written
         notice and he shall continue such action and 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 this Agreement, subject to the other provisions 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.

V.       GENERAL

5.01     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 then 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


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         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 Company irrevocably authorized 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 Fifty Thousand Dollars
         ($50,000.00).

5.02     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.

5.03     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; 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 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.

5.04     NON-EXCLUSIVE AGREEMENT. The specific arrangements referred to herein
         are not intended to exclude or limit Executive's participation in other
         benefits available to executive personnel generally, or to preclude or
         limit other compensation or benefits as may be

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         authorized by the Board of Directors of the company at any time, or to
         limit or reduce any compensation or benefits to which Executive would
         be entitled but for this Agreement.

5.05     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) 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.

5.06     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.

5.07     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.

5.08     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.

5.09     GOVERNING LAW. Except to the extent required to be governed by the laws
         of the State of Delaware because the company is incorporated under the
         laws of said State, the validity,

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         interpretation and enforcement of this Agreement shall be governed by
         the laws of the State of Texas.

5.10     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.

5.11     HEADINGS. The headings in this Agreement are inserted for convenience
         of reference only and shall not affect the meaning or interpretation of
         this Agreement.

5.12     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 unaffected
         hereby and shall remain in full force and effect.

5.13     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.

5.14     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.



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         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 its corporate seal to be hereunto affixed and attested by its
Secretary or Assistant Secretary, all as of the day and year first above
written.

         EXECUTED in multiple originals and/or counterparts as of the Effective
Date.



                                      /s/ NICOLAS J. EVANOFF
                                      ------------------------------------------
                                      NICOLAS J. EVANOFF





                                      PRIDE INTERNATIONAL, INC.


                                      BY: /s/ PAUL A. BRAGG
                                          --------------------------------------
                                          PAUL A. BRAGG
                                          President and Chief Executive Officer




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