PRIDE INTERNATIONAL INC
AGREEMENT BETWEEN PRIDE AND IMRAN TOUFEEQ
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>h15133exv10w2.txt
<DESCRIPTION>AGREEMENT BETWEEN PRIDE AND IMRAN TOUFEEQ
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                            PRIDE INTERNATIONAL, INC.

                           EMPLOYMENT/NON-COMPETITION/
                            CONFIDENTIALITY AGREEMENT

                                  IMRAN TOUFEEQ

<PAGE>

              EMPLOYMENT/NON-COMPETITION/CONFIDENTIALITY AGREEMENT

DATE:                                     The date of execution set forth below.

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

EMPLOYEE:                                 Ron Toufeeq
                                          731 Kuhlman
                                          Houston, Texas 77024

                  This Employment/Non-Competition/Confidentiality Agreement by
and between Pride International, Inc. (the "Company" and as further defined
below) and Ron Toufeeq ("Employee") dated as of the date set forth on the
signature page below (the "Agreement"), but effective as of the date set forth
in Section 2.04 below, is made on the terms as herein provided.

                                    PREAMBLE

                  WHEREAS, the Company wishes to attract and retain
well-qualified employees and key personnel and to assure itself of the
continuity of its management;

                  WHEREAS, the Company recognizes that Employee will serve as a
valuable resource of the Company, and the Company desires to be assured of the
continued services of Employee;

                  WHEREAS, the Company desires to obtain assurances that
Employee 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, Employee will serve as 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 (as defined below) of the Company,
Employee may feel insecure, and therefore the Company desires to provide
security to Employee in the event of a Change in Control;


<PAGE>
                  WHEREAS, the Company further desires to assure Employee that
if a possible or threatened Change in Control should arise and Employee should
be involved in deliberations or negotiations in connection therewith, Employee
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 this end
desires to protect Employee from any direct or implied threat to his financial
well-being by a Change in Control;

                  WHEREAS, Employee 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 employment 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;

                  WHEREAS, different factors impact the Company and Employee
under circumstances of regular employment between the Company and Employee 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, the Agreement deals with the regular
employment of Employee under circumstances whereby no Change in Control is
threatened, occurring or has occurred ("Regular Employment") and it deals with
circumstances whereby a Change in Control is threatened, occurring or has
occurred. The Agreement deals with matters impacting both Regular Employment and
employment following a Change in Control, including non-competition and
confidentiality; and

                  WHEREAS, Employee is willing to enter into and carry out the
non-competition and confidentiality obligations and covenants set forth herein
in consideration of the Agreement.

                                    AGREEMENT

                  NOW, THEREFORE, Employee and the Company (together the
"Parties") agree as follows:

I.       PRIOR AGREEMENTS/CONTRACTS

         1.01     PRIOR AGREEMENTS. Employee represents and warrants to the
                  Company that (i) he has no continuing non-competition
                  agreements with any prior employers that have not been
                  disclosed in writing to the Company and (ii) neither the
                  execution of the Agreement by Employee nor the performance by
                  Employee of his obligations under the Agreement will result in
                  a violation or breach of, or constitute a default under the
                  provisions of, any contract, agreement or other instrument to
                  which Employee is or was a party.

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

                                                                             -2-

<PAGE>

                  of the Agreement, Company includes all subsidiaries and
                  affiliates of the Company to the extent such subsidiary and/or
                  affiliate 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
                  Ron Toufeeq.

         2.03     OFFICE/POSITION/TITLE. The Office, Position and Title for
                  which the Employee is employed is that of Vice President
                  Engineering and Technical Services of the Company and carries
                  with it such duties, responsibilities, rights, benefits and
                  privileges as may reasonably be assigned to the Employee as
                  are customary and usual for such position.

         2.04     EFFECTIVE DATE. The Agreement becomes effective and binding as
                  of March 15, 2004.

         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 the 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 (the "Board") 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; or

                                                                             -3-

<PAGE>

                  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 of
                  the employment of Employee 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
                  termination at the end of any "Employment Period" (as
                  hereinafter defined) due to non-renewal or failure to extend
                  this Agreement for any reason except for cause.

                  a.       The term "disability" means physical or mental
                           incapacity qualifying Employee for a long-term
                           disability under the Company's long-term disability
                           plan. If no such plan exists on the Effective Date,
                           the term "disability" means physical or mental
                           incapacity as determined by a doctor jointly selected
                           by Employee and the Board of Directors of the Company
                           qualifying Employee for long-term disability under
                           reasonable employment standards.

                  b.       The term "cause" means: (i) the willful and continued
                           failure of Employee substantially 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 the
                           Board of Directors which specifically identifies the
                           manner in which the Board believes he has not
                           substantially performed his duties, (ii) willful
                           misconduct materially and demonstrably injurious to
                           the Company, or (iii) material violation of the
                           covenant not to compete (except after termination
                           after Change in Control as discussed herein). No act
                           or failure to act by Employee shall be considered
                           "willful" unless done or omitted to be done by him
                           not in good faith and without reasonable belief that
                           his action or omission was in the best interest of
                           the Company. The unwillingness of Employee to accept
                           any or all of a change in the nature or scope of his
                           position, authorities or duties, a reduction in his
                           total compensation or benefits, or other action by or
                           at request of the Company in respect of his position,
                           authority, or responsibility that is contrary to this
                           Agreement, may not be considered by the Board of
                           Directors to be a failure to perform or misconduct by
                           Employee. Notwithstanding the foregoing, Employee
                           shall not be deemed to have been terminated for cause
                           for purposes of the Agreement unless and until there
                           shall have been delivered to him a copy of a
                           resolution, duly adopted by a vote of three-fourths
                           of the entire Board of Directors of the Company at a
                           meeting of the Board of Directors called and held
                           (after reasonable notice to Employee and an
                           opportunity for Employee and his counsel to be heard
                           before the Board) for the purpose of considering
                           whether Employee has been guilty of such a willful
                           failure to perform or such willful misconduct as
                           justifies termination for cause hereunder, finding
                           that in the good faith opinion of the Board of
                           Directors Employee has been guilty thereof and
                           specifying the particulars thereof.

                                                                             -4-

<PAGE>

                  c.       The term "Constructive Termination" means any
                           circumstance by which the actions of the Company
                           either reduce or change Employee's title, position,
                           duties, responsibilities or authority to such an
                           extent or in such a manner as to relegate Employee to
                           a position not substantially similar to that which he
                           held prior to such reduction or change and which
                           would degrade, embarrass or otherwise make it
                           unreasonable for Employee to remain in the employment
                           of the Company; and includes a violation by the
                           Company of the employment provisions and conditions
                           of this Agreement.

                  d.       The resignation of Employee shall be deemed
                           "voluntary" if it is for any reason other than one or
                           more of the following:

                           (i)      Employee's resignation or retirement is
                                    requested by the Company other than for
                                    cause;

                           (ii)     Any significant adverse change in the nature
                                    or scope of Employee's position, authorities
                                    or duties from those described in this
                                    Agreement;

                           (iii)    Any reduction in Employee's total
                                    compensation or benefits from that provided
                                    in the Compensation and Benefits Section
                                    hereof;

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

                           (v)      Any requirement of the Company that Employee
                                    relocate more than 50 miles from downtown
                                    Houston, Texas;

                           (vi)     Any action by the Company which would
                                    constitute Constructive Termination; or

                           (vii)    Non-renewal or failure to extend any
                                    employment term, contrary to the wishes of
                                    Employee.

         Termination that entitles Employee to the payments and benefits
         provided in Section 3.05 or 4.02 hereof shall not be deemed or treated
         by the Company as the termination of Employee'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, if, and to the extent that,
         such benefits are provided under Section 3.05 or 4.02 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.

                                                                             -5-

<PAGE>

III.     EMPLOYMENT

         3.01     EMPLOYMENT. As of the Effective Date, Employee shall become an
                  employee of the Company in an advisory capacity, but shall not
                  serve as an officer or perform similar policy-making functions
                  for the Company until March 19, 2004. Effective as of March
                  19, 2004, Employee will assume the position of Vice President
                  Engineering and Technical Services of the Company. Except as
                  otherwise provided in the Agreement, the Company hereby agrees
                  to continue Employee in its employ, and Employee hereby agrees
                  to remain in the employ of the Company for the Employment
                  Period (as defined below). From March 19, 2004 through the
                  remaining Employment Period (as defined below), Employee shall
                  exercise such position and authority and perform such
                  responsibilities as are commensurate with the position and
                  authority of Vice President Engineering and Technical Services
                  of the Company.

         3.02     BEST EFFORTS AND OTHER EMPLOYMENT OBLIGATIONS OF EMPLOYEE;
                  BUSINESS EXPENSES AND OFFICE AND OTHER SERVICES.

                  a.       Employee 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. Said duties shall be
                           rendered at Houston, Texas, and such other place or
                           places within or without the State of Texas as the
                           Company and Employee shall agree.

                  b.       Employee shall devote his normal and regular business
                           time, attention and skill to the business and
                           interests of the Company, and the Company shall be
                           entitled to all of the benefits, profits or other
                           issue arising from or incident to all work, services
                           and advice of Employee performed for the Company.
                           Such employment shall be considered "full time"
                           employment. Employee shall also have the right to
                           devote such incidental and immaterial amounts of his
                           time which are not required for the full and faithful
                           performance of his duties hereunder to 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. Notwithstanding the foregoing, it shall
                           not be a violation of the Agreement for Employee to
                           (i) serve on corporate, civic or charitable boards or
                           committees, (ii) deliver lectures, fulfill speaking
                           engagements or teach at educational institutions and
                           (iii) manage personal investments, so long as such
                           activities do not significantly interfere with the
                           performance of Employee's responsibilities hereunder.
                           Employee shall have the right to make investments in
                           any business provided such investment does not result
                           in a violation of the Non-Competition Section of this
                           Agreement.

                  c.       Employee acknowledges and agrees that Employee owes a
                           fiduciary duty to the Company. In keeping with these
                           duties, Employee shall make full

                                                                             -6-

<PAGE>

                           disclosure to the Company of all business
                           opportunities pertaining to the Company's business
                           and shall not appropriate for Employee's own benefit
                           business opportunities concerning the subject matter
                           of the fiduciary relationship.

                  d.       Employee shall not intentionally take any action
                           which he knows would not comply with United States
                           laws applicable to Employee's actions on behalf of
                           the Company, and/or any of its subsidiaries or
                           affiliates, including specifically, without
                           limitation, the United States Foreign Corrupt
                           Practices Act, generally codified in 15 USC 78 (the
                           "FCPA"), as the FCPA may hereafter be amended, and/or
                           its successor statutes.

                  e.       During the employment relationship and after the
                           employment relationship terminates, Employee agrees
                           to refrain from any disparaging comments about the
                           Company, any affiliates, or any current or former
                           officer, director or employee of the Company or any
                           affiliate, and Employee agrees not to take any
                           action, or assist any person in taking any other
                           action, that is materially adverse to the interests
                           of the Company or any affiliate or inconsistent with
                           fostering the goodwill of the Company and its
                           affiliates; provided, however, that nothing in this
                           Agreement shall apply to or restrict in any way the
                           communication of information by Employee to any state
                           or federal law enforcement agency or require notice
                           to the Company thereof, and Employee will not be in
                           breach of the covenant contained above solely by
                           reason of his testimony which is compelled by process
                           of law. The Company and its affiliates, officers and
                           directors agree to refrain from any disparaging
                           comments about Employee; provided, however, that
                           nothing in this Agreement shall apply to or restrict
                           in any way the communication of information by the
                           Company and its affiliates, officers and directors to
                           any state or federal law enforcement agency or
                           require notice to Employee thereof, and the Company
                           and its affiliates, officers and directors will not
                           be in breach of the covenant contained above solely
                           by reason of testimony which is compelled by process
                           of law.

                  f.       During the Employment Period, Employee shall be
                           entitled to receive prompt reimbursement for all
                           reasonable expenses incurred by Employee in
                           accordance with the most favorable policies,
                           practices and procedures of the Company as in effect
                           from time to time.

                  g.       During the Employment Period, the Company shall
                           furnish Employee with office space, secretarial
                           assistance and such other facilities and services as
                           shall be suitable to Employee's position and adequate
                           for the performance of Employee's duties hereunder.

         3.03     TERM OF EMPLOYMENT. Employee's Regular Employment will
                  commence on the Effective Date and will be a for a term of two
                  (2) years ending at 12:00 o'clock midnight on the second
                  anniversary of the Effective Date (the

                                                                             -7-

<PAGE>

                  "Employment Period"); thereafter, the Employment Period will
                  be automatically extended for successive terms of one (1) year
                  commencing on each anniversary of the Effective Date, unless
                  the Company or Employee 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.

         3.04     COMPENSATION AND BENEFITS. During the Employment Period
                  Employee shall receive the following compensation and
                  benefits:

                  a.       Employee will receive an annual base salary of not
                           less than $250,000.00, with the opportunity for
                           increases, from time to time thereafter, which are in
                           accordance with the Company's regular executive
                           compensation practices (the "Annual Base Salary").
                           The Annual Base Salary will be reviewed at least
                           annually, but in no event earlier than December 2004.

                  b.       Employee will be eligible to participate on a
                           reasonable basis in annual bonus (as more fully
                           described below), stock option and other incentive
                           compensation plans which provide opportunities to
                           receive compensation in addition to his Annual Base
                           Salary which are at least equal to the opportunities
                           provided by the Company for executives with
                           comparable duties. Employee will be eligible to
                           participate in the Company's annual incentive plan at
                           a maximum bonus award level of no less than 75% of
                           Annual Base Salary.

                  c.       Employee will be entitled to receive and participate
                           in employee benefits (including, but not limited to,
                           medical, life, health, accident and disability
                           insurance and disability benefits) and perquisites
                           which are at least equal to those provided by the
                           Company to executives with comparable duties.

                  d.       Employee will receive paid vacation days each year to
                           the same extent as provided to executives with
                           comparable duties.

                  e.       Employee shall receive a monthly automobile allowance
                           in an amount not less than $750.00.

                  f.       Effective as of the Effective Date, Employee shall
                           receive an award of a non-qualified option to acquire
                           up to 75,000 shares of common stock of Pride
                           International, Inc. ("Common Stock"), pursuant to the
                           terms of the 1998 Long Term Incentive Plan (the
                           "LTIP"). The option award shall become exercisable in
                           accordance with the following schedule:

                                                                             -8-

<PAGE>

<TABLE>
<CAPTION>
Date of Initial Exercisability
   Following Effective Date       Number of Shares
------------------------------    ----------------
<S>                               <C>
        6 Months                       15,000
       12 Months                       15,000
       18 Months                       15,000
       24 Months                       15,000
       30 Months                       15,000
            TOTAL                      75,000
</TABLE>

                           The exercise price will be the closing share price on
                           the Effective Date. The option will have a 10-year
                           term, subject to earlier expiration in the event of
                           termination of employment in accordance with the
                           Company's customary option award terms (attached as
                           Exhibit A hereto).

                  g.       Employee will participate, or if dependent on
                           Employee's election, will be eligible to participate
                           in all other executive incentive stock and benefit
                           plans approved by the Company.

         3.05     TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding
                  anything herein to the contrary, the Company shall have the
                  right to terminate Employee's employment at any time during
                  the Employment Period (including any extended term). Should
                  the Company choose not to renew or extend the Employment
                  Period of the Agreement or choose to terminate Employee
                  during, or at the end of, the Employment Period, or in the
                  event of death or disability of Employee, 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 or provide to Employee (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, which base salary is here defined as twelve
                           (12) times the then current monthly salary in effect
                           for Employee 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 Employee 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 provide to Employee for a period of
                           one (1) full year following the date of his
                           Termination, life, health, accident and disability
                           insurance coverages which are not less than the
                           highest benefits furnished to Employee during the
                           term of this Agreement.

                  c.       An amount equal to the target award for Employee
                           under the Company's annual bonus plan for the fiscal
                           year in which Termination occurs; provided, however,
                           that (i) if Employee has deferred his award for such

                                                                             -9-

<PAGE>

                           year under a Company plan, the payment due Employee
                           under this subparagraph shall be paid in accordance
                           with the terms of the deferral or as specified by
                           Employee and (ii) if the Company has not specified a
                           target award for such year, the amount will be equal
                           to fifty percent (50%) of the maximum percentage of
                           Employee's Annual Base Salary Employee may be
                           entitled to under the Company's annual bonus plan in
                           such year.

                  d.       The Company will pay, distribute and otherwise
                           provide to Employee the amount and value of his
                           entire plan account and interest under any retirement
                           plan, employee benefit plan, investment plan or stock
                           ownership plan, if any exists on the date of his
                           Termination, and all employer contributions made or
                           payable to any such plan for his account prior to the
                           end of the month in which his termination occurs
                           shall be deemed vested and payable to him; provided,
                           however, that in the event any such employer
                           contributions are prohibited from being deemed vested
                           and payable for any reason (other than due to a lack
                           of Employee's consent), the total amount of such
                           employer contributions shall be paid to Employee in a
                           lump sum outside of any such plan. Such payment or
                           distribution shall be made in accordance with the
                           elections made by Employee with respect to
                           distributions in accordance with the plan as if
                           Employee's employment with the Company terminated at
                           the end of the month in which Termination occurs.

                  e.       All stock options and awards to which Employee is
                           entitled will immediately vest and the time for
                           exercising any option will extend for 120 days
                           following such termination of employment, or such
                           later date as shall be specified in the applicable
                           plan and award agreement; provided, however, that in
                           no event shall the time for exercising an option
                           extend beyond the original term of the option.

                  f.       With respect to any qualified or non-qualified
                           retirement pension plan that may be adopted by the
                           Company after the Effective Date, if Employee elects
                           to treat Termination as retirement then on the date
                           of Termination, Employee shall be deemed to have
                           retired from the Company. At that time, or at such
                           later time as he may elect consistent with the terms
                           of any such applicable plan or benefit, in order to
                           receive benefits or avoid or minimize any applicable
                           early pension reduction provisions, he shall be
                           entitled to commence to receive the retirement
                           benefits to which he is entitled under such plan(s).
                           Employee may treat the termination as termination
                           other than "retirement" if Employee so elects and may
                           defer "retirement" to a later date if permitted by
                           any applicable plan(s).

                  g.       The "Compensation and Benefits" section hereof shall
                           be applicable in determining the payments and
                           benefits due Employee under this section and if
                           Termination occurs after a reduction in all or part
                           of Employee's total compensation or benefits, the
                           lump sum severance allowance and

                                                                            -10-

<PAGE>

                           other compensation and benefits payable to him
                           pursuant to this section shall be based upon his
                           compensation and benefits before the reduction.

                  h.       If any provision of this Section cannot, in whole or
                           in part, be implemented and carried out under the
                           terms of the applicable compensation, benefit or
                           other plan or arrangement of the Company because
                           Employee has ceased to be an actual employee of the
                           Company, due to insufficient or reduced credited
                           service based upon his actual employment by the
                           Company or because the plan or arrangement has been
                           terminated or amended after the Effective Date, or
                           for any other reason, the Company itself shall pay or
                           otherwise provide the equivalent of such rights,
                           benefits and credits for such benefits to the
                           Employee, his dependents, beneficiaries and estate as
                           if Employee's employment had not been terminated.

                  i.       All life, health, hospitalization, medical and
                           accident benefits available to Employee's spouse and
                           dependents shall continue for the same term as
                           Employee's benefits. If Employee dies, all benefits
                           will be provided for a term of one (1) year (or two
                           (2) years if after a Change in Control) after the
                           date of death of Employee.

                  j.       The Company's obligation under this Section to
                           continue to pay or provide health care, life,
                           accident and disability insurance to Employee,
                           Employee's spouse and Employee's dependents shall be
                           reduced when and to the extent any such benefits are
                           paid or provided to Employee by another employer;
                           provided, however, that Employee shall have all
                           rights, if any, afforded to retirees to convert group
                           life insurance coverage to the individual life
                           insurance coverage as, to the extent of, and whenever
                           his group life insurance coverage under this Section
                           is reduced or expires. Apart from this subparagraph,
                           Employee shall have and be subject to no obligation
                           to mitigate.

                  k.       The Company shall deduct applicable withholding taxes
                           in performing its obligations 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 of the Company. To the extent the Company's performance under this
         Section includes the performance of the Company's obligations to
         Employee under any other plan or under another agreement between the
         Company and Employee, the rights of Employee under such other plan or
         other agreement, which are discharged under the Agreement, are
         discharged, surrendered, or released pro tanto.

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

                                                                            -11-

<PAGE>

                  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 Section 3.03.

         4.02     CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the
                  event Employee is terminated within two (2) years following a
                  Change in Control, Employee will receive the payments and
                  benefits specified in the "Termination Without Change in
                  Control" Section at the same time and in the same manner
                  therein specified except as amended and modified below:

                  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) Employee becomes reemployed and receives similar
                           benefits from a new employer or (ii) two (2) years
                           after the date of Termination, whichever is earlier.

                  c.       An amount equal to two (2) times the maximum award
                           that Employee could receive under the Company's
                           annual bonus plan for the fiscal year in which the
                           Termination occurs, instead of the benefits provided
                           in Section 3.05c hereof.

                  d.       Section 3.05e is modified such that the time for
                           exercising any option will extend to the later of (i)
                           the date that is two (2) years after the date of the
                           Change in Control or (ii) the date that is 120 days
                           after the date of Employee's Termination; provided,
                           however, that in no event shall the time for
                           exercising an option extend beyond the original term
                           of the option.

                  e.       All other rights and benefits specified in Section
                           3.05.

         4.03     VOLUNTARY RESIGNATION UPON CHANGE IN CONTROL. If Employee
                  voluntarily resigns his employment within six (6) months after
                  a Change in Control (whether or not the Company may be
                  alleging the right to terminate employment for cause), he will
                  receive the same payments, compensation and benefits as if he
                  had had a Termination on the date of resignation after Change
                  in Control.

V.       NON COMPETITION AND CONFIDENTIALITY/PROTECTION OF INFORMATION

         5.01     CONSIDERATION. Employee recognizes that in each of the highly
                  competitive businesses in which the Company is engaged, the
                  Company's trade secrets and other confidential information,
                  along with personal contacts, are of primary importance in
                  securing and maintaining business prospects, in retaining the
                  accounts and goodwill of present Customers and protecting the
                  business of the

                                                                            -12-

<PAGE>

                  Company. Employee, therefore, agrees that in exchange for the
                  provision of trade secrets and other confidential information,
                  he will agree to the non-competition and confidentiality
                  obligations and covenants outlined in this Section V.

         5.02     NON-COMPETITION. In exchange for the consideration described
                  above in Section 5.01, Employee agrees that during his
                  employment with the Company and for a period of six (6) months
                  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
                  noncompete covenants and obligations herein will terminate on
                  the date of termination of Employee), Employee 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 to or in any way engage in any
                           business which (i) is primarily engaged in the
                           drilling and workover of oil and gas wells within the
                           geographical area described in Section 5.02(e) and
                           (ii) actually competes to a substantial extent with
                           the Company; 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
                           Employee had direct or indirect supervision or
                           control, within one (1) year preceding Employee'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,
                           (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 Employee with the Company or within two
                           (2) years after such officer, director, employee or
                           individual terminated employment with the Company,
                           whichever period expires earlier; provided however,
                           Employee can seek written consent from the Company to
                           hire an officer, director, employee or individual who
                           has terminated employment with the Company, and
                           Company consent will not be unreasonably withheld.

                                                                            -13-

<PAGE>

                  e.       The geographical area within which the
                           non-competition obligations and covenants of the
                           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 and (iii) any additional location where the
                           Company, as of the date of any action taken in
                           violation of the non-competition obligations and
                           covenants of the Agreement, has an office, a rig
                           yard, or definitive plans to locate an office or a
                           rig yard. 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.

         5.03     CONFIDENTIALITY/PROTECTION OF INFORMATION. Employee
                  acknowledges that his employment with the Company 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, Employee
                  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, Employee 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 the carrying out of Employee's duties as an
                  employee of the Company, and Employee may not make use of any
                  information of the Company after he is no longer an employee
                  of the Company. Employee 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 the Agreement,
                  except to the extent that such information may be otherwise
                  lawfully and readily available to the general public. Employee
                  further agrees that he will, upon termination of his
                  employment with the Company, return to the Company all books,
                  records, lists and other written, electronic, typed or printed
                  materials, whether furnished by the Company or prepared by
                  Employee, which contain any information relating to the
                  Company's business, and Employee agrees that he will neither
                  make nor retain any copies of such materials after termination
                  of employment. Notwithstanding any of the foregoing, nothing
                  in this Agreement shall prevent Employee from complying with
                  applicable federal and/or state laws. Notwithstanding any of
                  the foregoing, Employee will not be liable for any breach of
                  these confidentiality provisions unless the same constitutes a
                  material detriment to the Company, or due to the nature of the
                  information divulged and the manner in which it was divulged
                  and

                                                                            -14-

<PAGE>

                  the person to whom it was divulged it would likely cause
                  damage to the Company or constitute a material detriment to
                  the Company.

         5.04     COMPANY REMEDIES FOR VIOLATION OF NON-COMPETITION OR
                  CONFIDENTIALITY/PROTECTION OF INFORMATION PROVISIONS. Without
                  limiting the right of the Company to pursue all other legal
                  and equitable rights available to it for violation of any of
                  the obligations and covenants made by Employee herein, it is
                  agreed that:

                  a.       the skills, experience and contacts of Employee 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 Employee as to time and
                           area contained in the Agreement are reasonable; and

                  c.       the injury suffered by the Company by a violation of
                           any obligation or covenant in the Agreement resulting
                           from loss of profits created by (i) the competitive
                           use of such skills, experience contacts and otherwise
                           and/or (ii) the use or communication of any
                           information deemed confidential herein will be
                           difficult to calculate in damages in an action at law
                           and cannot fully compensate the Company for any
                           violation of any obligation or covenant in the
                           Agreement, accordingly:

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

                                    (ii)     compliance with the Agreement is a
                                             condition precedent to the
                                             Company's obligation to make
                                             payments of any nature to Employee,
                                             subject to the other provisions
                                             hereof.

         5.05     TERMINATION OF BENEFITS FOR VIOLATION OF NON-COMPETITION AND
                  CONFIDENTIALITY/PROTECTION OF INFORMATION PROVISIONS. If
                  Employee materially violates the confidentiality/protection of
                  information and/or non-competition obligations and covenants
                  herein or any other related agreement he may have signed as an
                  employee of the Company, Employee agrees 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 Section 3.05 of the Agreement, subject
                  to the provision of Section 6.01 hereof. There will be no
                  withholding of benefits or payments due to a violation of the
                  non-competition obligations hereof if the termination occurred
                  after a Change in Control, and Employee will not be bound by
                  the non-competition provisions if terminated after a Change in
                  Control.

                                                                            -15-

<PAGE>

         5.06     REFORMATION OF SCOPE. If the provisions of the confidentiality
                  and/or non-competition obligations and covenants should ever
                  be deemed to exceed the time, geographic or occupational
                  limitations permitted by the applicable law, Employee and the
                  Company agree that such provisions shall be and are hereby
                  reformed to the maximum time, geographic or occupational
                  limitations permitted by the applicable law, and the
                  determination of whether Employee violated such obligation and
                  covenant will be based solely on the limitation as reformed.

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 stockholder of the Company may
                  then cause or attempt to cause the Company to refuse to comply
                  with its obligations under the Agreement, or may cause or
                  attempt to cause the Company to institute, or may institute,
                  litigation seeking to have the Agreement declared
                  unenforceable, or may take, or attempt to take other action to
                  deny Employee the benefits intended under the Agreement; or
                  actions may be taken to enforce the non-competition or
                  confidentiality provisions of the Agreement. In these
                  circumstances, the purpose of the Agreement could be
                  frustrated. It is the intent of the parties that Employee not
                  be required to incur the legal fees and expenses associated
                  with the protection or enforcement of his rights under the
                  Agreement by litigation or other legal action because such
                  costs would substantially detract from the benefits intended
                  to be extended to Employee 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, it should appear to Employee that the Company
                  is or has acted contrary to or is failing or has failed to
                  comply with any of its obligations under the Agreement for the
                  reason that it regards the Agreement to be void or
                  unenforceable, that Employee has violated the terms of the
                  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
                  the Agreement, or in the event that the Company or any other
                  person takes any action to declare the Agreement void or
                  unenforceable, or institutes any litigation or other legal
                  action designed to deny, diminish or to recover from Employee
                  the benefits provided or intended to be provided to him
                  hereunder, and Employee has acted in good faith to perform his
                  obligations under the Agreement, the Company irrevocably
                  authorizes Employee 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 the Agreement or with the
                  initiation or defense of any litigation or any other legal
                  action, whether by or against Employee or the Company or any
                  Director, Officer, stockholder or other person affiliated with
                  the Company, in any jurisdiction. Company is not authorized to
                  withhold the periodic payments of attorney's fees and expenses
                  hereunder based upon any belief or assertion by the Company
                  that Employee has

                                                                            -16-

<PAGE>

                  not acted in good faith or has violated the Agreement. If
                  Company subsequently establishes that Employee was not acting
                  in good faith and has violated the Agreement, Employee will be
                  liable to the Company for reimbursement of amounts paid due to
                  Employee's actions not based on good faith and in violation of
                  the Agreement. The reasonable fees and expenses of counsel
                  selected from time to time by Employee hereinabove provided
                  shall be paid or reimbursed to Employee by the Company, on a
                  regular, periodic basis within thirty (30) days after
                  presentation by Employee of a statement or statements prepared
                  by such counsel in accordance with its customary practices, up
                  to a maximum aggregate amount of $250,000.00.

         6.02     INCOME, EXCISE OR OTHER TAX LIABILITY. Employee will be liable
                  for and will pay all income tax liability by virtue of any
                  payments made to Employee 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 Employee, the Company shall "gross-up" Employee
                  for such tax liability by paying to Employee an amount
                  sufficient so that after payment of all such taxes so imposed,
                  Employee's position on an after-tax basis is what it would
                  have been had no such additional taxes been imposed. Employee
                  will cooperate with the Company to minimize the tax
                  consequences to Employee and to the Company so long as the
                  actions proposed to be taken by the Company do not cause any
                  additional tax consequences to Employee and do not prolong or
                  delay the time that payments are to be made, or reduce the
                  amount of payments to be made, unless Employee consents in
                  writing to any delay or deferment of payment.

         6.03     PAYMENT OF BENEFITS UPON TERMINATION FOR CAUSE. If the
                  termination of Employee is not after a Change in Control and
                  is for cause, the Company will have the right to withhold all
                  payments other than (i) what is accrued and owing under the
                  terms of any employee benefit plan maintained by the Company,
                  and (ii) 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
                  Employee to which he would have been entitled had Employee's
                  termination not been for cause, plus interest on all amounts
                  withheld from Employee at the rate specified for judgments
                  under Article 5069-1.05 V.A.T.S. but not less than ten percent
                  (10%) per annum. If the termination for cause occurs after a
                  Change in Control, the Company shall not have the right to
                  suspend or withhold payments to Employee under any provision
                  of the Agreement until or unless a final judgment is entered
                  upholding the Company's determination that the termination was
                  for cause, in which event Employee 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.

                                                                            -17-

<PAGE>

         6.04     NON-EXCLUSIVE AGREEMENT. The specific arrangements referred to
                  herein are not intended to exclude or limit Employee's
                  participation in other benefits available to Employee or
                  personnel of the Company generally, or to preclude or limit
                  other compensation or benefits as may be authorized by the
                  Board of Directors of the Company at any time, or to limit or
                  reduce any compensation or benefits to which Employee would be
                  entitled but for the Agreement.

         6.05     NOTICES. Notices, requests, demands and other communications
                  provided for by the 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
                  Employee, at the last address he has filed, in writing, with
                  the Company, or if to the Company, to its Corporate Secretary
                  at its principal executive offices.

         6.06     NON-ALIENATION. Employee shall not have any right to pledge,
                  hypothecate, anticipate, or in any way create a lien upon any
                  amounts provided under the 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 Employee lives, no person, other
                  than the parties hereto, shall have any rights under or
                  interest in the Agreement or the subject matter hereof. Upon
                  the death of Employee, his executors, administrators, devisees
                  and heirs, in that order, shall have the right to enforce the
                  provisions hereof, to the extent applicable.

         6.07     ENTIRE AGREEMENT; AMENDMENT. The Agreement constitutes the
                  entire agreement of the Parties with respect of the subject
                  matter hereof. No provision of the 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. The 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 Employee, expressly to assume and
                  agree to perform the Agreement. Except as otherwise provided
                  herein, the Agreement shall be binding upon and inure to the
                  benefit of Employee and his legal representatives, heirs and
                  assigns; provided, however, that in the event of Employee's
                  death prior to payment or distribution of all amounts,
                  distributions and benefits due him hereunder, if any, each
                  such unpaid amount and distribution shall be paid in
                  accordance with the Agreement to the person or persons

                                                                            -18-

<PAGE>

                  designated by Employee to the Company to receive such payment
                  or distribution and in the event Employee 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 of Delaware because the Company is
                  incorporated under the laws of said State, the validity,
                  interpretation and enforcement of the Agreement shall be
                  governed by the laws of the State of Texas.

         6.10     VENUE. To the extent permitted by applicable state or federal
                  law, venue for all proceedings hereunder will be in the U.S.
                  District Court for the Southern District of Texas, Houston
                  Division.

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

         6.12     SEVERABILITY. In the event that any provision or portion of
                  the Agreement shall be determined to be invalid or
                  unenforceable for any reason, the remaining provisions of the
                  Agreement shall be unaffected thereby and shall remain in full
                  force and effect.

         6.13     PARTIAL INVALIDITY. In the event that any part, portion or
                  section of the Agreement is found to be invalid or
                  unenforceable for any reason, the remaining provisions of the
                  Agreement shall be binding upon the parties hereto, and the
                  Agreement will be construed to give meaning to the remaining
                  provisions of the Agreement in accordance with the intent of
                  the Agreement.

         6.14     COUNTERPARTS. The 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.

         6.15     NO WAIVER. No failure by either party hereto at any time to
                  give notice of any breach by the other party of, or to require
                  compliance with, any condition or provision of the Agreement
                  shall be deemed a waiver of similar or dissimilar provisions
                  or conditions at the same or at any prior or subsequent time.

                                                                            -19-

<PAGE>

                  IN WITNESS WHEREOF, Employee has hereunto set his hand and,
pursuant to the authorization from its Board of Directors and the Compensation
Committee of such Board of Directors, the Company has caused these presents to
be executed in its name and on its behalf.

                  EXECUTED in multiple originals and/or counterparts as of the
date set forth below.

                                         /s/ Ron Toufeeq
                                       -----------------------------------------
                                       Ron Toufeeq

                                       Date: 3/25/04

ATTEST:                                PRIDE INTERNATIONAL, INC.

  /s/ W. Gregory Looser                By:   /s/ Paul A. Bragg
---------------------------                -------------------------------------
Secretary                                  Paul A. Bragg
                                           President and Chief Executive Officer

                                       Date: 3/25/04

                                                                            -20-

</TEXT>
</DOCUMENT>
