Pride International (PDE) 8-K Entry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 9, 2006

PRIDE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13289	76-0069030
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

5847 San Felipe, Suite 3300
Houston, Texas		77057
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(713) 789-1400

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Form of 1998 Long-Term Incentive Plan Non-Qualified Stock Option Agreement

Item 1.01 Entry into a Material Definitive Agreement.

     On February 9, 2006, the board of directors of Pride International, Inc. designated the executive officers of Pride to consist of the persons listed in the table below. In addition, the compensation committee of the board granted stock options and restricted stock awards to these executive officers under Pride’s 1998 Long-Term Incentive Plan as follows:

		Shares		Shares of
		Underlying		Restricted
Name	Position	Options		Stock
Louis A. Raspino	President and Chief Executive Officer		152,789		81,890
John R. Blocker, Jr.	Executive Vice President and Chief Operating Officer		51,897		30,240
Lonnie D. Bane	Senior Vice President — Human Resources		27,239		15,870
W. Gregory Looser	Senior Vice President, General Counsel and Secretary		32,364		18,857
Brian C. Voegele	Senior Vice President and Chief Financial Officer		—		3,952
Kevin C. Robert	Vice President — Marketing		25,088		14,618

     The stock options expire 10 years from their grant date and have an exercise price of $33.62 per share, the closing price on February 9, 2006. The options and restricted stock awards vest in four equal annual installments beginning on February 9, 2007.

     Each grant is evidenced by a stock option agreement or a restricted stock agreement, as the case may be. The forms of non-qualified stock option agreement and restricted stock agreement under Pride’s 1998 Long-Term Incentive Plan are attached hereto as exhibits and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.
		(d)	Exhibits
		10.1	Form of 1998 Long-Term Incentive Plan Non-Qualified Stock Option Agreement.
		10.2	Form of 1998 Long-Term Incentive Plan Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 to Pride’s Current Report on Form 8-K filed with the SEC on January 6, 2005, File No. 1-13289).

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRIDE INTERNATIONAL, INC.
By:	/s/ W. Gregory Looser
	W. Gregory Looser
	Senior Vice President, General Counsel and Secretary

Date: February 15, 2006

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EXHIBIT INDEX

No.	Description
10.1	Form of 1998 Long-Term Incentive Plan Non-Qualified Stock Option Agreement.
10.2	Form of 1998 Long-Term Incentive Plan Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 to Pride’s Current Report on Form 8-K filed with the SEC on January 6, 2005, File No. 1-13289).

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