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8-K - FORM 8-K - NOBLE ENERGY INC | h81687e8vk.htm |
Exhibit 10.1
NOBLE ENERGY, INC.
1992 STOCK OPTION AND RESTRICTED STOCK PLAN
(As Amended and Restated Effective April 26, 2011)
Section 1. Purpose
The purpose of this Plan is to assist Noble Energy, Inc., a Delaware corporation, in
attracting and retaining, as officers and key employees of the Company and its Affiliates, persons
of training, experience and ability and to furnish additional incentive to such persons by
encouraging them to become owners of Shares of the Companys capital stock, by granting to such
persons Incentive Options, Nonqualified Options, Restricted Stock, or any combination of the
foregoing.
Section 2. Definitions
Unless the context otherwise requires, the following words as used herein shall have the
following meanings:
(a) Affiliate means any corporation or other type of entity in a chain of
corporations or other entities in which each corporation or other entity has a controlling
interest in another corporation or other entity in the chain, starting with the Company and
ending with the corporation or other entity that has a controlling interest in the
corporation or other entity for which the Employee provides direct services. For purposes
of this Affiliate definition, the term controlling interest has the same meaning as
provided in Treasury Regulation section 1.414(c)-2(b)(2)(i), except that the phrase at
least 50 percent shall be used instead of the phrase at least 80 percent in each place
the phrase at least 80 percent appears in Treasury Regulation section 1.414(c)-2(b)(2)(i).
(b) Agreement means the written agreement (i) between the Company and the
Optionee evidencing the Option and any SARs that relate to such Option granted by the
Company and the understanding of the parties with respect thereto or (ii) between the
Company and a recipient of a Restricted Stock award, a Cash Award or a Performance Award
evidencing the restrictions, terms and conditions applicable to such award and the
understanding of the parties with respect thereto. In the event of any inconsistency
between the Plan and an Agreement, the Plan shall govern.
(c) Board means the Board of Directors of the Company as the same may be
constituted from time to time.
(d) Cash Award means an award for the payment of a cash bonus that has been
awarded pursuant to Section 16 of the Plan.
(e) Code means the Internal Revenue Code of 1986, as amended.
(f) Committee means the Committee provided for in Section 3 of the Plan as
the same may be constituted from time to time.
(g) Company means Noble Energy, Inc., a Delaware corporation.
(h) Corporate Transaction shall have the meaning as defined in Section 8 of
the Plan.
(i) Disability means the termination of an employees employment with the
Company or an Affiliate because of a medically determinable physical or mental impairment
(i) that prevents the employee from performing his or her employment duties in a
satisfactory manner and is expected either to result in death or to last for a continuous
period of not less than twelve months as determined by the Committee, or (ii) for which the
employee is eligible to receive disability income benefits under a long-term disability
insurance plan maintained by the Company or an Affiliate.
(j) Exchange Act means the Securities Exchange Act of 1934, as amended.
(k) Fair Market Value means, except as provided in the next sentence with
respect to grants and awards made prior to April 26, 2011, the closing sales price per Share
on the New York Stock Exchange on the date in question (or if there was no reported sale on
the New York Stock Exchange on such date, then on the last preceding day on which any
reported sale occurred on the New York Stock Exchange). With respect to an Option or SAR
that relates to such Option that was granted prior to April 26, 2011, or Shares of
Restricted Stock that were awarded prior to April 26, 2011, the following shall apply:
Fair Market Value means the fair market value per Share as determined by the Committee in
good faith; provided, however, that if a Share is listed or admitted to trading on a
securities exchange registered under the Exchange Act, the Fair Market Value per Share shall
be the average of the reported high and low sales price on the date in question (or if there
was no reported sale on such date, on the last preceding date on which any reported sale
occurred) on the principal securities exchange on which such Share is listed or admitted to
trading, or if a Share is not listed or admitted to trading on any such exchange but is
listed as a national market security on the National Association of Securities Dealers, Inc.
Automated Quotations System (NASDAQ) or any similar system then in use, the Fair Market
Value per Share shall be the average of the reported high and low sales price on the date in
question (or if there was no reported sale on such date, on the last preceding date on which
any reported sale occurred) on such system, or if a Share is not listed or admitted to
trading on any such exchange and is not listed as a national market security on NASDAQ but
is quoted on NASDAQ or any similar system then in use, the Fair Market Value per Share shall
be the average of the closing high bid and low asked quotations on such system for such
Share on the date in question; and, provided further, that for purposes of valuing Shares to
be made subject to Incentive Options, the Fair Market Value per Share shall be determined
without regard to any restriction other than one which, by its terms, will never lapse.
(l) Incentive Option means an Option that is intended to satisfy the
requirements of Section 422(b) of the Code.
(m) Nonqualified Option means an Option that does not qualify as a
statutory stock option under Section 422 or 423 of the Code.
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(n) Non-Employee Director means a director of the Company who satisfies the
definition thereof under Rule 16b-3 promulgated under the Exchange Act.
(o) Option means an option to purchase one or more Shares granted under and
pursuant to the Plan. Such Option may be either an Incentive Option or a Nonqualified
Option.
(p) Optionee means a person who has been granted an Option and who has
executed an Agreement with the Company.
(q) Outside Director means a director of the Company who is an outside
director within the meaning of Section 162(m) of the Code and the regulations promulgated
thereunder.
(r) Performance Award means any Restricted Stock award or Cash Award that
has been designated at the time of award as a Performance Award in accordance with the
provisions of Section 15 of the Plan.
(s) Plan means this Noble Energy, Inc. 1992 Stock Option and Restricted
Stock Plan, as amended from time to time.
(t) Restricted Stock means Shares issued or transferred pursuant to Section
14 of the Plan.
(u) Retirement means a termination of employment with the Company or an
Affiliate either (i) on a voluntary basis by a person who (A) is at least 55 years of age
with five years of credited service with the Company or one or more Affiliates or (B) has at
least 20 years of credited service with the Company or one or more Affiliates, immediately
prior to such termination of employment or (ii) otherwise with the written consent of the
Committee in its sole discretion.
(v) SARs means stock appreciation rights granted pursuant to Section 7 of
the Plan.
(w) Securities Act means the Securities Act of 1933, as amended.
(x) Share means a share of the Companys present common stock, par value
$3.33-1/3 per share, and any share or shares of capital stock or other securities of the
Company hereafter issued or issuable in respect of or in substitution or exchange for each
such present share. Such Shares may be unissued or reacquired Shares, as the Board, in its
sole and absolute discretion, shall from time to time determine.
Section 3. Administration
The Plan shall be administered by, and the decisions concerning the Plan shall be made solely
by, a Committee of two or more directors of the Company, all of whom are both Non-Employee
Directors and Outside Directors. Each member of the Committee shall be appointed by and shall
serve at the pleasure of the Board. The Board shall have the sole continuing
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authority to appoint members of the Committee. In making grants or awards, the Committee
shall take into consideration the contribution the person has made or may make to the success of
the Company or its Affiliates and such other considerations as the Board may from time to time
specify.
Except to the extent already appointed by the Board, the Committee shall elect one of its
members as its chairman, and shall hold its meetings at such times and places as it may determine.
A majority of the members of the Committee shall constitute a quorum. All decisions and
determinations of the Committee shall be made by the majority vote or decision of the members
present at any meeting at which a quorum is present; provided, however, that any decision or
determination reduced to writing and signed by all members of the Committee shall be as fully
effective as if it had been made by a majority vote or decision at a meeting duly called and held.
The Committee may appoint a secretary (who need not be a member of the Committee) who shall keep
minutes of its meetings. The Committee may make any rules and regulations for the conduct of its
business that are not inconsistent with the express provisions of the Plan, the bylaws or
certificate of incorporation of the Company or any resolutions of the Board.
All questions of interpretation or application of the Plan, or of a grant of an Option and any
SARs that relate to such Option or of a Restricted Stock award, Cash Award or Performance Award,
including questions of interpretation or application of an Agreement, shall be subject to the
determination of the Committee, which determination shall be final and binding upon all parties.
Subject to the express provisions of the Plan, the Committee shall have the authority, in its
sole and absolute discretion:
(a) to adopt, amend or rescind administrative and interpretive rules and regulations
relating to the Plan;
(b) to construe the Plan;
(c) to make all other determinations necessary or advisable for administering the Plan;
(d) to determine the terms and provisions of the respective Agreements (which need not
be identical), including provisions defining or otherwise relating to (i) the term and the
period or periods and extent of exercisability of Options, (ii) the extent to which transfer
restrictions shall apply to Shares issued upon exercise of Options or any SARs that relate
to such Options, (iii) the effect of termination of employment upon the exercisability of
Options, and (iv) the effect of approved leaves of absence upon the exercisability of
Options;
(e) to accelerate, regardless of whether the Agreement so provides, (i) the time of
exercisability of any Option and SAR that relates to such Option, (ii) the time of the
lapsing of restrictions on any Restricted Stock award that is not a Performance Award, or
(iii) the time of the lapsing of restrictions on or for the vesting or payment of any Cash
Award that is not a Performance Award (provided that such acceleration does
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not subject the benefits payable under such Cash Award to the tax imposed by Section
409A of the Code);
(f) subject to Section 13 of the Plan, to amend any Agreement provided that such
amendment does not (i) adversely affect the Optionee or awardee under such Agreement in a
material way without the consent of such Optionee or awardee, or (ii) cause any benefit
provided or payable under such Agreement that is intended to comply with or be exempt from
Section 409A of the Code, or intended to be qualified performance-based compensation within
the meaning of Treasury Regulation section 1.162-27(e), to fail to comply with or be exempt
from Section 409A of the Code or to fail to be qualified performance-based compensation
within the meaning of Treasury Regulation section 1.162-27(e), respectively;
(g) to construe the respective Agreements; and
(h) to exercise the powers conferred on the Committee under the Plan.
The Committee may correct any defect or supply any omission or reconcile any inconsistency in the
Plan in the manner and to the extent it shall deem expedient to carry it into effect, and it shall
be the sole and final judge of such expediency. The determinations of the Committee on the matters
referred to in this Section 3 shall be final and conclusive.
Section 4. Shares Subject to the Plan
(a) The total number of Shares available for grants or awards made under the Plan shall
not exceed a maximum of 31,000,000 Shares in the aggregate (the Plan Share Limit). The
total number of Shares that may be issued on or after April 26, 2011, pursuant to Incentive
Options shall not exceed a maximum of 7,000,000 Shares in the aggregate. The total number
of Shares for which Options and SARs may be granted, and which may be awarded as Restricted
Stock, to any one person during any calendar year shall not exceed a maximum of 400,000
Shares in the aggregate. Each such maximum number of Shares shall be increased or decreased
as provided in Section 17 of the Plan.
(b) At any time and from time to time after the Plan takes effect, the Committee,
pursuant to the provisions herein set forth, may grant Options and any SARs that relate to
such Options and award Restricted Stock until the maximum number of Shares shall be
exhausted or the Plan shall be sooner terminated.
(c) For the purpose of determining the number of Shares available for grants or awards
made under the Plan:
(i) with respect to grants or awards made under the Plan prior to April 26,
2011, each Share subject to an Option (whether with or without a related SAR), and
each Share awarded as Restricted Stock, shall count against the Plan Share Limit as
one (1) Share,
(ii) with respect to grants or awards made under the Plan on or after April 26,
2011, each Share subject to an Option (whether with or without a related
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SAR) shall count against the Plan Share Limit as one (1) Share, and each Share
awarded as Restricted Stock shall count against the Plan Share Limit as 2.39 Shares,
(iii) Shares subject to Options (whether with or without related SARs) that
expire or are terminated or forfeited prior to exercise, and Shares awarded as
Restricted Stock that are forfeited, shall remain available for grants or awards
made under the Plan and shall be added back to the number of Shares available for
such grants or awards on the same numerical basis as previously counted against the
Plan Share Limit, and
(iv) Shares tendered or withheld to satisfy an exercise price or tax
withholding obligation pertaining to an Option, SAR or Restricted Stock shall not be
available for grants or awards made under the Plan and shall not be added to the
number of Shares available for such grants or awards.
Section 5. Eligibility
The persons who shall be eligible to receive grants of Options and any SARs that relate to
such Options, and to receive Restricted Stock awards, Cash Awards or Performance Awards, shall be
regular salaried officers or other employees of the Company or one or more of its Affiliates.
Section 6. Grant of Options
(a) From time to time while the Plan is in effect, the Committee may, in its sole and
absolute discretion, select from among the persons eligible to receive a grant of Options
under the Plan (including persons who have already received such grants of Options) such one
or more of them as in the opinion of the Committee should be granted Options. The Committee
shall thereupon, likewise in its sole and absolute discretion, determine the number of
Shares to be allotted for option to each person so selected.
(b) Each person so selected shall be granted an Option to purchase the number of Shares
so allotted to him, upon such terms and conditions, consistent with the provisions of the
Plan, as the Committee may specify. Each such person shall have a reasonable period of
time, to be fixed by the Committee, within which to accept or reject the granted Option.
Failure to accept within the period so fixed may be treated as a rejection.
(c) Each person who accepts an Option offered to him shall enter into an Agreement with
the Company, in such form as the Committee may prescribe, setting forth the terms and
conditions of the Option. Each Option Agreement shall contain such provisions (including,
without limitation, restrictions or the removal of restrictions upon the exercise of the
Option and any SARs that relate to such Option and the transfer of Shares thereby acquired)
as the Committee shall deem advisable. In the event a person is granted both one or more
Incentive Options and one or more Nonqualified Options, such grants shall be evidenced by
separate Agreements, one for each Incentive Option grant
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and one for each Nonqualified Option grant. Unless a subsequent effective date of
grant is specified by the Committee, the date on which the Committee approves the grant of
an Option to a person, including the specification of the number of Shares to be subject to
the Option, shall constitute the date on which the Option covered by such Agreement is
granted. Such person shall be notified of his or her grant as soon as practicable
following the Committees approval of such grant, but in no event shall an Optionee gain any
rights in addition to those specified by the Committee in its grant, regardless of the time
that may pass between the grant of the Option and the actual signing of the Agreement by the
Company and the Optionee.
(d) At the time an Option is granted, the Committee may, in its sole and absolute
discretion, designate such Option as an Incentive Option intended to qualify under Section
422(b) of the Code; provided, however, that Incentive Options may be granted only to
employees of the Company or a parent corporation or a subsidiary corporation of the
Company (which terms, for the purposes of this Section and any Incentive Option granted
under the Plan, shall have the meanings set forth in Section 424(e) and (f) of the Code,
respectively), and that Incentive Options may not be granted more than 10 years after March
17, 2011, the date this Plan restatement was adopted by the Board. Each Agreement relating
to an Incentive Option shall contain such limitations and restrictions upon the exercise of
the Incentive Option as shall be necessary for the Incentive Option to which such Agreement
relates to constitute an incentive stock option, as defined in Section 422(b) of the Code.
Any provision of the Plan to the contrary notwithstanding:
(i) no Incentive Option shall be granted to any person who, at the time such
Incentive Option is granted, owns shares possessing more than 10 percent of the
total combined voting power of all classes of shares of the Company or of its parent
or subsidiary corporation (within the meaning of Section 422(b)(6) of the Code)
unless the option price under such Incentive Option is at least 110 percent of the
Fair Market Value of the Shares subject to the Incentive Option at the date of its
grant and such Incentive Option is not exercisable after the expiration of five
years from the date of its grant; and
(ii) to the extent that the aggregate Fair Market Value (determined as of the
date the Incentive Option is granted) of the Shares subject to an Incentive Option
granted to an Optionee and the aggregate Fair Market Value (determined as of the
date the option is granted) of the shares of the Company and its parent and
subsidiary corporations (or a predecessor corporation of the Company or any such
parent or subsidiary corporation) subject to any other incentive stock option
(within the meaning of Section 422(b) of the Code) of the Company and its parent and
subsidiary corporations (or a predecessor corporation of the Company or any such
parent or subsidiary corporation) granted to such Optionee, that may become
exercisable for the first time during any calendar year, exceeds $100,000, such
excess portion of the Option shall be treated as a Nonqualified Option.
(e) Each Agreement that includes SARs in addition to an Option shall comply with the
provisions of Section 7 of the Plan.
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Section 7. Grant of SARs
The Committee may from time to time grant SARs in conjunction with all or any portion of any
Option either (i) at the time of the initial Option grant (not including any subsequent
modification that may be treated as a new grant of an Incentive Option for purposes of Section
424(h) of the Code) or (ii) with respect to Nonqualified Options, at any time after the initial
Option grant while the Nonqualified Option is still outstanding. SARs shall not be granted other
than in conjunction with an Option granted hereunder.
SARs granted hereunder shall comply with the following conditions and also with the terms of
the Agreement governing the Option in conjunction with which they are granted:
(a) The SAR shall expire no later than the expiration of the underlying Option.
(b) Upon the exercise of an SAR, the Optionee shall be entitled to receive payment
equal to the excess of the aggregate Fair Market Value of the Shares with respect to which
the SAR is then being exercised (determined as of the date of such exercise) over the
aggregate purchase price of such Shares as provided in the related Option. Payment may be
made in Shares, valued at their Fair Market Value on the date of exercise, or in cash, or
partly in Shares and partly in cash, as determined by the Committee in its sole and absolute
discretion.
(c) SARs shall be exercisable (i) only at such time or times and only to the extent
that the Option to which they relate shall be exercisable, (ii) only when the Fair Market
Value of the Shares subject to the related Option exceeds the purchase price of the Shares
as provided in the related Option, and (iii) only upon surrender of the related Option or
any portion thereof with respect to the Shares for which the SARs are then being exercised.
(d) Upon exercise of an SAR, a corresponding number of Shares subject to option under
the related Option shall be canceled. Such canceled Shares shall be charged against the
Shares reserved for the Plan, as provided in Section 4 of the Plan, as if the Option had
been exercised to such extent and shall not be available for future Option grants or
Restricted Stock awards hereunder.
Section 8. Option Price
The option price for each Share covered by an Option shall not be less than the greater of (a)
the par value of such Share or (b) the Fair Market Value of such Share at the time such Option is
granted. Notwithstanding the preceding sentence, if the Company or an Affiliate agrees to
substitute a new Option under the Plan for an old option, or to assume an old option, by reason of
a corporate merger, consolidation, acquisition of property or stock, separation, reorganization, or
liquidation (any of such events being referred to herein as a Corporate Transaction), the
option price of the Shares covered by each such new Option or assumed Option may be other than the
Fair Market Value of the Shares at the time the Option is granted as determined by reference to a
formula, established at the time of the Corporate Transaction, which will give effect to such
substitution or assumption; provided, however, in no event shall:
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(a) the excess of the aggregate Fair Market Value of the Shares subject to the Option
immediately after the substitution or assumption over the aggregate option price of such
Shares be more than the excess of the aggregate Fair Market Value of all Shares subject to
the option immediately prior to the substitution or assumption over the aggregate option
price of such Shares;
(b) in the case of an Incentive Option, the new Option or the assumption of the old
option give the Optionee additional benefits that he would not have under the old option; or
(c) the ratio of the option price to the Fair Market Value of the stock subject to the
Option immediately after the substitution or assumption be more favorable to the Optionee
than the ratio of the option price to the Fair Market Value of the stock subject to the old
option immediately prior to such substitution or assumption, on a Share by Share basis.
Notwithstanding the above, the provisions of this Section 8 with respect to the option price in the
event of a Corporate Transaction shall, in the case of an Incentive Option, be subject to the
requirements of Section 424(a) of the Code and the Treasury regulations and other applicable
guidance promulgated thereunder, and in the case of a Nonqualified Option, be subject to the
requirements for stock rights exempt from the application of Section 409A of the Code. In the
event of a conflict between the terms of this Section 8 and the above cited statutes, regulations
and rulings, or in the event of an omission in this Section 8 of a provision required by said laws,
the latter shall control in all respects and are hereby incorporated herein by reference as if set
out at length.
Section 9. Option Period and Terms of Exercise
(a) Each Option shall be exercisable during such period of time as the Committee may
specify, but in no event for longer than 10 years from the date when the Option is granted;
provided, however, that, unless provided otherwise in an Agreement:
(i) All rights to exercise an Option and any SARs that relate to such Option
shall, subject to the provisions of subsection (c) of this Section 9, terminate one
year after the date the Optionee ceases to be employed by at least one of the
employers in the group of employers consisting of the Company and its Affiliates,
for any reason other than death, Disability or Retirement, except that, in the event
of the termination of employment of the Optionee on account of (A) fraud or
intentional misrepresentation, or (B) embezzlement, misappropriation or conversion
of assets or opportunities of the Company or its Affiliates, the Option and any SARs
that relate to such Option shall thereafter be null and void for all purposes.
Employment shall not be deemed to have ceased by reason of the transfer of
employment, without interruption of service, between or among the Company and any of
its Affiliates.
(ii) If the Optionee ceases to be employed by at least one of the employers in
the group of employers consisting of the Company and its Affiliates, by reason of
his death, Disability or Retirement, all rights to exercise such Option
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and any SARs that relate to such Option shall, subject to the provisions of
subsection (c) of this Section 9, terminate five years thereafter.
(b) If an Option is granted with a term shorter than 10 years, the Committee may extend
the term of the Option and any SARs that relate to such Option, but for not more than 10
years from the date when the Option was originally granted.
(c) In no event may an Option or any SARs that relate to such Option be exercised after
the expiration of the term thereof.
Section 10. Transferability of Options and SARs
Except as provided in this Section 10, no Option or any SARs that relate to an Option shall be
(i) transferable otherwise than by will or the laws of descent and distribution, or (ii)
exercisable during the lifetime of the Optionee by anyone other than the Optionee. A Nonqualified
Option granted to an Optionee, and any SARs that relate to such Nonqualified Option, may be
transferred by such Optionee to a permitted transferee (as defined below), provided that (i) there
is no consideration for such transfer (other than receipt by the Optionee of interests in an entity
that is a permitted transferee); (ii) the Optionee (or such Optionees estate or representative)
shall remain obligated to satisfy all income or other tax withholding obligations associated with
the exercise of such Nonqualified Option or SARs; (iii) the Optionee shall notify the Company in
writing that such transfer has occurred and disclose to the Company the name and address of the
permitted transferee and the relationship of the permitted transferee to the Optionee; and (iv)
such transfer shall be effected pursuant to transfer documents in a form approved by the Committee.
A permitted transferee may not further assign or transfer any such transferred Nonqualified Option
or any SARs that relate to such Nonqualified Option otherwise than by will or the laws of descent
and distribution. Following the transfer of an Nonqualified Option and any SARs that relate to
such Nonqualified Option to a permitted transferee, such Nonqualified Option and SARs shall
continue to be subject to the same terms and conditions that applied to them prior to their
transfer by the Optionee, except that they shall be exercisable by the permitted transferee to whom
such transfer was made rather than by the transferring Optionee. For the purposes of the Plan, the
term permitted transferee means, with respect to an Optionee, (I) any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the
Optionee, including adoptive relationships, (II) any person sharing the Optionees household (other
than a tenant or an employee), (III) a trust in which the Optionee and/or persons described in
clauses (I) and (II) above have more than fifty percent of the beneficial interest, (IV) a
foundation in which the Optionee and/or persons described in clauses (I) and (II) above control the
management of assets, and (V) any other entity in which the Optionee and/or persons described in
clauses (I) and (II) above own more than fifty percent of the voting interests.
Section 11. Exercise of Options and SARs
(a) In the event of an Optionees death, any then exercisable portion of an Option that
has been granted to such Optionee, and any SARs that relate to such Option, may be
exercised, within the period ending with the earlier of the fifth anniversary of the
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date of the Optionees death or the date of the termination of such Option, by the duly
authorized representative of the deceased Optionees estate or the permitted transferee to
whom such Option and SARs have been transferred.
(b) At any time, and from time to time, during the period when any Option and any SARs
that relate to such Option, or a portion thereof, are exercisable, such Option or SARs, or
portion thereof, may be exercised in whole or in part; provided, however, that in an
Agreement the Committee may require any Option or SAR that is partially exercised to be so
exercised with respect to at least a stated minimum number of Shares.
(c) Each exercise of an Option, or a portion thereof, shall be evidenced by a notice in
writing to the Company accompanied by payment in full of the option price of the Shares then
being purchased. Payment in full shall mean payment of the full amount due: (i) in cash,
(ii) by certified check or cashiers check, (iii) with Shares owned by the exercising
Optionee or permitted transferee having a Fair Market Value at least equal to the aggregate
option price payable in connection with such exercise, or (iv) by any combination of clauses
(i) through (iii). If the exercising Optionee or permitted transferee chooses to remit
Shares in payment of all or any portion of the option price, then (for purposes of payment
of the option price) those Shares shall be deemed to have a cash value equal to their
aggregate Fair Market Value determined as of the date the exercising Optionee or permitted
transferee exercises such Option.
Notwithstanding anything contained herein to the contrary, at the request of an
exercising Optionee or permitted transferee and to the extent permitted by applicable law,
the Committee shall approve arrangements with a brokerage firm or firms under which any such
brokerage firm shall, on behalf of the exercising Optionee or permitted transferee, make
payment in full to the Company of the option price of the Shares then being purchased, and
the Company, pursuant to an irrevocable notice in writing from the exercising Optionee or
permitted transferee, shall make prompt delivery of one or more certificates for the
appropriate number of Shares to such brokerage firm. Payment in full for purposes of the
immediately preceding sentence shall mean payment of the full amount due, either in cash or
by certified check or cashiers check.
(d) Each exercise of SARs, or a portion thereof, shall be evidenced by a notice in
writing to the Company.
(e) Each Optionee must take whatever affirmative actions are required, in the opinion
of the Committee, to enable the Company or appropriate Affiliate to satisfy its Federal
income tax and FICA and any applicable state and local withholding obligations incurred as a
result of such Optionees (or his or her permitted transferees) exercise of an Option
granted to such Optionee or any SARs that relate to such Option. Upon the exercise of an
Option or SARs requiring tax withholding, an exercising Optionee or permitted transferee may
(i) direct the Company to withhold from the Shares to be issued to the exercising Optionee
or permitted transferee the number of Shares (based upon the aggregate Fair Market Value of
the Shares at the date of exercise) necessary to satisfy the Companys obligation to
withhold taxes, (ii) deliver to the Company sufficient Shares (based upon the aggregate Fair
Market Value of the Shares at the date of exercise) to
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satisfy the Companys tax withholding obligations, (iii) deliver sufficient cash to the
Company to satisfy the Companys tax withholding obligations, or (iv) any combination of
clauses (i) through (iii). In the event the Committee subsequently determines that the
aggregate Fair Market Value (as determined above) of any Shares withheld as payment of any
tax withholding obligation is insufficient to discharge that tax withholding obligation,
then the Optionee to whom the Option and SARs in question were granted shall pay (or cause
the permitted transferee to whom such Option and SARs were transferred to pay) to the
Company, immediately upon the Committees request, the amount of that deficiency.
(f) No Shares shall be issued upon exercise of an Option until full payment therefor
has been made, and an exercising Optionee or permitted transferee shall have none of the
rights of a shareholder until Shares are issued to him.
(g) Nothing herein or in any Agreement shall require the Company to issue any Shares
upon exercise of an Option or SAR if such issuance would, in the opinion of counsel for the
Company, constitute a violation of the Securities Act or any similar or superseding statute
or statutes, or any other applicable statute or regulation, as then in effect. Upon the
exercise of an Option or SAR (as a result of which the exercising Optionee or permitted
transferee receives Shares), or portion thereof, the exercising Optionee or permitted
transferee shall give to the Company satisfactory evidence that he is acquiring such Shares
for the purposes of investment only and not with a view to their distribution; provided,
however, if or to the extent that the Shares delivered to the exercising Optionee or
permitted transferee shall be included in a registration statement filed by the Company
under the Securities Act, such investment representation shall be abrogated.
(h) An Optionee shall immediately notify the Company in writing of any disqualifying
disposition (within the meaning of Section 421(b) of the Code) of Shares received upon the
exercise of an Incentive Option.
Section 12. Delivery of Stock Certificates
As promptly as may be practicable after an Option or SAR (as a result of the exercise of which
the exercising Optionee or permitted transferee is entitled to receive Shares), or a portion
thereof, has been exercised as hereinabove provided, the Company shall make delivery of the
appropriate number of Shares. In the event that an Optionee exercises both (i) an Incentive Option
or SARs that relate to such Option (as a result of which the Optionee receives Shares), or a
portion thereof, and (ii) a Nonqualified Option or SARs that relate to such Option (as a result of
which the Optionee receives Shares), or a portion thereof, separately identifiable Shares shall be
issued in certificate or book-entry form for the Shares subject to the Incentive Option and for the
Shares subject to the Nonqualified Option.
Section 13. Modification of Options and SARs
Subject to the terms and conditions of and within the limitations of the Plan, the Committee
may modify, extend or renew outstanding Options and any SARs that relate to such Options granted
under the Plan. The Committee shall not have authority to accept the surrender
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or cancellation of any Options and any SARs that relate to such Options outstanding hereunder
(to the extent not theretofore exercised) and grant new Options and any SARs that relate to such
new Options hereunder in substitution therefor (to the extent not theretofore exercised) at an
Option Price that is less than the Option Price of the Options surrendered or canceled. Nor shall
the Committee have authority to accept the surrender or cancellation of any Option and any SARs
that relate to such Option outstanding hereunder (to the extent not theretofore exercised) at a
time at which the Fair Market Value of the Shares subject to the Option is less than the option
price, in return for any cash or other consideration. Notwithstanding the foregoing provisions of
this Section 13, no modification of an outstanding Option and any SARs that relate to such Option
granted hereunder shall, without the consent of the Optionee, adversely affect the holder thereof
in a material way, except as may be necessary, with respect to Incentive Options, to satisfy the
requirements of Section 422(b) of the Code, or with respect to Nonqualified Options to satisfy the
requirements for stock rights exempt from Section 409A of the Code.
Section 14. Restricted Stock
(a) The Committee may from time to time, in its sole and absolute discretion, award
Shares of Restricted Stock to such persons as it shall select from among those persons who
are eligible under Section 5 of the Plan to receive awards of Restricted Stock. Any award
of Restricted Stock shall be made from Shares subject hereto as provided in Section 4 of the
Plan.
(b) A Share of Restricted Stock shall be subject to such restrictions, terms and
conditions, including forfeitures, if any, as may be determined by the Committee, which may
include, without limitation, the rendition of services to the Company or its Affiliates for
a specified time or the achievement of specific goals, and to the further restriction that
no such Share may be sold, assigned, transferred, discounted, exchanged, pledged or
otherwise encumbered or disposed of until the terms and conditions set by the Committee at
the time of the award of the Restricted Stock have been satisfied. A Restricted Stock award
may be a Performance Award or an award that is not a Performance Award. Each recipient of
an award of Restricted Stock shall enter into an Agreement with the Company, in such form as
the Committee shall prescribe, setting forth the restrictions, terms and conditions of such
award.
If a person is awarded Shares of Restricted Stock, whether or not escrowed as provided
below, the person shall be the record owner of such Shares and shall have all the rights of
a shareholder with respect to such Shares (except to the extent that the escrow agreement,
if any, or the Agreement specifically provides otherwise), including the right to vote and
the right to receive dividends or other distributions made or paid with respect to such
Shares. Any certificate or certificates representing Shares of Restricted Stock shall bear
a legend similar to the following:
The shares represented by this certificate have been issued pursuant to the
terms of the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan
and may not be sold, assigned, transferred, discounted, exchanged, pledged
or otherwise encumbered or disposed of in any manner except as
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set forth in the terms of the agreement embodying the award of such shares
dated ____________________, _____.
In order to enforce the restrictions, terms and conditions that may be applicable to a
persons Shares of Restricted Stock, the Committee may require the person, upon the receipt
of a certificate or certificates representing such Shares or the issuance of such Shares in
book-entry form, or at any time thereafter, to deposit such certificate or certificates,
together with stock powers and other instruments of transfer, appropriately endorsed in
blank, with the Company or an escrow agent designated by the Company under an escrow
agreement, or to enter into an escrow agreement pertaining to Shares issued in book-entry
form, in such form as by the Committee shall prescribe.
After the satisfaction of the restrictions, terms and conditions set by the Committee
at the time of an award of Restricted Stock to a person, the Share certificate legend set
forth above and any similar evidence of a transfer restriction applicable to a Share issued
in book-entry form shall be removed with respect to the number of Shares that are no longer
subject to such restrictions, terms and conditions.
The Committee shall have the authority (and the Agreement evidencing an award of
Restricted Stock may so provide) to cancel all or any portion of any outstanding
restrictions prior to the expiration of such restrictions with respect to any or all of the
Shares of Restricted Stock awarded to a person hereunder on such terms and conditions as the
Committee may deem appropriate, provided that such cancellation does not cause any Shares of
Restricted Stock that were awarded as a Performance Award to fail to be qualified
performance-based compensation within the meaning of Treasury Regulation Section
1.162-27(e).
(c) Unless otherwise provided by the Committee in the Agreement pertaining to an award
of Restricted Stock, if the a person to whom such Restricted Stock has been awarded ceases
to be employed by at least one of the employers in the group of employers consisting of the
Company and its Affiliates, for any reason, prior to the satisfaction of any terms and
conditions of an award, any Restricted Stock remaining subject to restrictions shall
thereupon be forfeited by the person and transferred to, and reacquired by, the Company or
an Affiliate at no cost to the Company or the Affiliate; provided, however, if the cessation
is due to the persons death, Disability or Retirement, the Committee may, in its sole and
absolute discretion, deem that the terms and conditions have been met for all or part of
such remaining portion (except such discretionary authority shall not extend to any Shares
of Restricted Stock that were awarded as a Performance Award if such discretion would cause
the award to fail to be qualified performance-based compensation within the meaning of
Treasury Regulation Section 1.162-27(e)). In the event of such forfeiture, the person, or
in the event of his death, his personal representative, shall forthwith deliver to the
Secretary of the Company the certificates for the Shares of Restricted Stock remaining
subject to such restrictions, accompanied by such instruments of transfer, if any, as may
reasonably be required by the Secretary of the Company.
(d) In case of any consolidation or merger of another corporation into the Company in
which the Company is the surviving corporation and in which there is a
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reclassification or change (including a change to the right to receive cash or other
property) of the Shares (other than a change in par value, or from par value to no par
value, or as a result of a subdivision or combination, but including any change in such
shares into two or more classes or series of shares), to the extent the Committee determines
that such is necessary to reflect such corporate action, the Committee shall take such
further actions, if any, as it determines to be appropriate to provide that Restricted Stock
shall take the form of the kind and amount of shares of stock and other securities
(including those of any new direct or indirect parent of the Company), property, cash or any
combination thereof receivable upon such consolidation or merger.
Section 15. Performance Awards
(a) The Options and SARs granted pursuant to the Plan are granted under terms that are
designed to provide for the payment of qualified performance-based compensation within the
meaning of Treasury Regulation section 1.162-27(e). In addition, at the time of awarding
any Restricted Stock award or Cash Award the Committee may, in its sole and absolute
discretion, and subject to the limitations on Shares and amounts applicable thereto,
designate such award to be a Performance Award that is intended to satisfy the requirements
for the payment of qualified performance-based compensation within the meaning of Treasury
Regulation section 1.162-27(e) (such requirements the 162(m) Requirements). The
compensation payable under Performance Awards shall be provided or paid solely on account of
the attainment of one or more preestablished, objective performance goals during a specified
performance period that shall not be shorter than one year, and shall comply with the 162(m)
Requirements.
(b) Each Agreement embodying a Performance Award shall set forth (i) the maximum amount
that may be earned thereunder in the form of cash or Shares, as applicable, (ii) the
performance goal or goals and level of achievement applicable to such Performance Award,
(iii) the performance period over which performance is to be measured, and (iv) such other
terms and conditions as the Committee may determine that are not inconsistent with the Plan
or the 162(m) Requirements.
(c) The performance goal or goals for a Performance Award shall be established in
writing by the Committee based on one or more performance goals as set forth in this Section
15 not later than 90 days after commencement of the performance period with respect to such
award, provided that the outcome of the performance in respect of the goal or goals remains
substantially uncertain as of such time. At the time of the award of a Performance Award,
and to the extent permitted under Section 162(m) of the Code and the Treasury regulations
and other guidance promulgated thereunder, the Committee may provide for the manner in which
the performance goals will be measured in light of specified corporate transactions,
extraordinary events, accounting changes and other similar occurrences.
(d) The performance goal or goals to be used for the purposes of Performance Awards may
be described in terms of objectives that are related to the particular eligible employee to
whom the award is being made, or objectives that are Company-wide or
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related to a subsidiary, division, department, region, function or business unit of the
Company in which such person is employed or with respect to which such person performs
services, and may consist of one or more or any combination of the following criteria: (a)
an amount or level of earnings or cash flow, (b) earnings or cash flow per share (whether on
a pre-tax, after-tax, operational or other basis), (c) return on equity or assets, (d)
return on capital or invested capital and other related financial measures, (e) cash flow or
EBITDA, (f) revenues, (g) income, net income or operating income, (h) expenses or costs or
expense levels or cost levels (absolute or per unit), (i) proceeds of sale or other
disposition, (j) share price, (k) total shareholder return, (l) operating profit, (m) profit
margin, (n) capital expenditures, (o) net borrowing, debt leverage levels, credit quality or
debt ratings, (p) the accomplishment of mergers, acquisitions, dispositions, or similar
business transactions, (q) net asset value per share, (r) economic value added, (s)
individual business objectives, (t) growth in reserves or production, (u) finding and
development costs, and/or (v) safety results. The performance goals based on these
performance measures may be made relative to the performance of peers or other business
entities.
(e) Prior to the payment of any compensation pursuant to a Performance Award, the
Committee shall certify in writing that the applicable performance goal or goals and other
material terms of the Award have been satisfied. The Committee in its sole and absolute
discretion shall have the authority to reduce, but not to increase, the amount payable in
cash and the number of Shares to be issued, retained or vested pursuant to a Performance
Award.
Section 16. Cash Awards
The Committee may, in its sole and absolute discretion, award Cash Awards to such persons as
it shall select from among those persons who are eligible under Section 5 of the Plan to receive
Cash Awards. A Cash Award shall provide for the payment of a cash bonus upon the achievement of
specified performance goals. A Cash Award may be a Performance Award or an award that is not a
Performance Award. The Committee shall specify the terms, conditions, restrictions and limitations
that apply to a Cash Award (which need not be identical among the persons to whom such awards are
made). Any provision of this Plan to the contrary notwithstanding, the maximum amount that may be
paid under all Cash Awards awarded to any one person pursuant to this Plan during any one calendar
year shall not exceed $4,000,000. The Committees authority and discretion to grant Cash Awards
pursuant to this Plan is not intended to and does not replace, modify, limit or otherwise affect
the ability of the Company and its Affiliates to pay or make grants of compensation under other
programs and arrangements of the Company and its Affiliates, including without limitation the
Companys annual short-term incentive plans.
Section 17. Changes in Companys Shares and Certain Corporate Transactions
If at any time while the Plan is in effect there shall be any increase or decrease in the
number of issued and outstanding Shares of the Company effected without receipt of consideration
therefor by the Company, through the declaration of a stock dividend or through
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any recapitalization or merger or otherwise in which the Company is the surviving corporation,
resulting in a stock split-up, combination or exchange of Shares of the Company, then and in each
such event:
(a) An appropriate adjustment shall be made in the maximum number of Shares then
subject to being optioned or awarded as Restricted Stock under the Plan, to the end that the
same proportion of the Companys issued and outstanding Shares shall continue to be subject
to being so optioned and awarded;
(b) Appropriate adjustment shall be made in the number of Shares and the option price
per Share thereof then subject to purchase pursuant to each Option previously granted and
then outstanding, to the end that the same proportion of the Companys issued and
outstanding Shares in each such instance shall remain subject to purchase at the same
aggregate option price; and
(c) In the case of Incentive Options, any such adjustments shall in all respects
satisfy the requirements of Section 424(a) of the Code and the Treasury regulations and
other guidance promulgated thereunder. In the case of Nonqualified Options, any such
adjustments shall in all respects satisfy the requirements applicable to stock rights that
are exempt from the application of Section 409A of the Code.
Except as is otherwise expressly provided herein, the issue by the Company of shares of its
capital stock of any class, or securities convertible into shares of capital stock of any class,
either in connection with a direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of or option price of Shares then subject to outstanding Options granted
under the Plan. Furthermore, the presence of outstanding Options granted under the Plan shall not
affect in any manner the right or power of the Company to make, authorize or consummate (i) any or
all adjustments, recapitalizations, reorganizations or other changes in the Companys capital
structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the
Company of debt securities or preferred stock that would rank above the Shares subject to
outstanding Options granted under the Plan; (iv) the dissolution or liquidation of the Company; (v)
any sale, transfer or assignment of all or any part of the assets or business of the Company; or
(vi) any other corporate act or proceeding, whether of a similar character or otherwise. All
adjustments made pursuant to this Section 17 or any other provision of this Plan shall be made in a
manner that satisfies the requirements for such adjustments under Sections 409A and 424 of the
Code, as applicable, and the Treasury regulations and other guidance promulgated thereunder.
Section 18. Effective Date
The Plan was originally adopted by the Board on January 28, 1992, and has been amended by the
Board and approved by the shareholders of the Company at various times thereafter. This amendment
and restatement of the Plan was adopted by the Board on March 17, 2011, and will become effective
as of April 26, 2011, if this amendment and restatement of the Plan is approved by the shareholders
of the Company by at least a majority of votes cast
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(including abstentions to the extent abstentions are counted as voting under applicable State
law) at a duly held meeting of the shareholders of the Company to be held on April 26, 2011 at
which a quorum representing a majority of outstanding Shares entitled to vote is, either in person
or by proxy, present and voting on the Plan. If this amendment and restatement of the Plan is not
so approved at such meeting, then the Noble Energy, Inc. 1992 Stock Option and Restricted Stock
Plan as in effect immediately prior to such meeting shall remain in effect.
Section 19. Amendment, Suspension or Termination
The Board may at any time amend, suspend or terminate the Plan; provided, however, that after
the shareholders have approved and ratified the Plan in accordance with Section 18 of the Plan, the
Board may not, without approval of the shareholders of the Company, amend the Plan so as to (a)
increase the maximum number of Shares subject thereto, as specified in Sections 4(a) and 17 of the
Plan, (b) reduce the option price for Shares covered by Options granted hereunder below the price
specified in Section 8 of the Plan, or (c) permit the repricing of Options and any SARs that
relate to such new Options, or permit the cancellation of underwater Options and any SARs that
relate to such Options in return for cash or other consideration, in contravention of Section 13 of
the Plan; and provided further, that the Board may not, without the consent of the holder thereof,
amend or cancel any outstanding Agreement in a manner that adversely affects the holder thereof in
a material way.
Section 20. Requirements of Law
Notwithstanding anything contained herein or in any Agreement to the contrary, the Company
shall not be required to sell or issue Shares under any Option or SAR if the issuance thereof would
constitute a violation by the Optionee or the Company of any provision of any law or regulation of
any governmental authority or any national securities exchange; and as a condition of any sale or
issuance of Shares upon exercise of an Option or SAR, the Company may require such agreements or
undertakings, if any, as the Company may deem necessary or advisable to assure compliance with any
such law or regulation.
Section 21. General
(a) The proceeds received by the Company from the sale of Shares pursuant to Options
shall be used for general corporate purposes.
(b) Nothing contained in the Plan or in any Agreement shall confer upon any Optionee or
recipient of Restricted Stock the right to continue in the employ of the Company or any
Affiliate, or interfere in any way with the rights of the Company or any Affiliate to
terminate his employment at any time, with or without cause.
(c) Neither the members of the Board nor any member of the Committee shall be liable
for any act, omission or determination taken or made in good faith with respect to the Plan
or any Option and any SARs that relate to such Option granted hereunder or any Restricted
Stock, Cash Award or Performance Award awarded hereunder; and the members of the Board and
the Committee shall be entitled to indemnification and
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reimbursement by the Company in respect of any claim, loss, damage or expenses
(including counsel fees) arising therefrom to the full extent permitted by law and under any
directors and officers liability or similar insurance coverage that may be in effect from
time to time.
(d) Any payment of cash or any issuance or transfer of Shares to an exercising Optionee
or permitted transferee, or to his legal representative, heir, legatee or distributee, in
accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction
of all claims of such persons hereunder. The Committee may require an exercising Optionee
or permitted transferee, legal representative, heir, legatee or distributee, as a condition
precedent to such payment, to execute a release and receipt therefor in such form as it
shall determine.
(e) Neither the Committee, the Board nor the Company guarantees the Shares from loss or
depreciation.
(f) All expenses incident to the administration, termination or protection of the Plan,
including, but not limited to, legal and accounting fees, shall be paid by the Company or
its Affiliates.
(g) Records of the Company and its Affiliates regarding a persons period of
employment, termination of employment and the reason therefor, leaves of absence,
re-employment and other matters shall be conclusive for all purposes hereunder, unless
determined by the Committee to be incorrect.
(h) Any action required of the Company shall be by resolution of its Board or by a
person authorized to act by resolution of the Board. Any action required of the Committee
shall be by resolution of the Committee or by a person authorized to act by resolution of
the Committee.
(i) If any provision of the Plan or any Agreement is held to be illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining provisions of the
Plan or such Agreement, as the case may be, but such provision shall be fully severable and
the Plan or such Agreement, as the case may be, shall be construed and enforced as if the
illegal or invalid provision had never been included herein or therein.
(j) Whenever any notice is required or permitted hereunder, such notice must be in
writing and personally delivered or sent by mail. Any notice required or permitted to be
delivered hereunder shall be deemed to be delivered on the date on which it is personally
delivered, or, whether actually received or not, on the third business day after it is
deposited in the United States mail, certified or registered, postage prepaid, addressed to
the person who is to receive it at the address which such person has theretofore specified
by written notice delivered in accordance herewith. The Company, an Optionee or a recipient
of Restricted Stock may change, at any time and from time to time, by written notice to the
other, the address that it or he had theretofore specified for receiving notices. Until
changed in accordance herewith, the Company and each Optionee and recipient of Restricted
Stock shall specify as its and his address for
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receiving notices the address set forth in the Agreement pertaining to the Shares to
which such notice relates.
(k) Any person entitled to notice hereunder may waive such notice.
(l) The Plan shall be binding upon the Optionee or the recipient of Restricted Stock or
a Cash Award, his or her heirs, legatees, distributees, legal representatives and permitted
transferees, upon the Company, its successors and assigns, and upon the Committee, and its
successors.
(m) The titles and headings of Sections and paragraphs are included for convenience of
reference only and are not to be considered in the construction of the provisions hereof.
(n) All questions arising with respect to the provisions of the Plan shall be
determined by application of the laws of the State of Texas except to the extent Texas law
is preempted by Federal law.
(o) Words used in the masculine shall apply to the feminine where applicable, and
wherever the context of the Plan dictates, the plural shall be read as the singular and the
singular as the plural.
(p) The compensation payable by the Company to or with respect to an Optionee or
awardee pursuant to this Plan is intended to be compensation that is not subject to the tax
imposed by Section 409A of the Code, and the Plan and Agreements shall be administered and
construed to the fullest extent possible to reflect and implement such intent; provided,
however, that any provision of this Plan or an Agreement to the contrary notwithstanding,
the Committee, the Company and its Affiliates and their respective directors, officers,
employees and agents do not guarantee any particular tax treatment with respect to the
compensation payable pursuant to the Plan or an Agreement, and shall not be responsible or
liable for any such treatment.
(q) Except as provided in Section 10, no right or interest of an Optionee or an awardee
under any Restricted Stock award, Cash Award or Performance Award may be assigned,
transferred or alienated, in whole or in part, either directly or by operation of law
(except, with respect to awards other than Incentive Options, pursuant to a qualified
domestic relations order within the meaning of Section 414(p) of the Code or a similar
domestic relations order under applicable foreign law), and no such right or interest shall
be liable for or subject to any debt, obligation or liability of such Optionee or awardee.
(r) Any provision of this Plan to the contrary notwithstanding, any provision in this
Plan setting forth a requirement for delivery of a written notice, agreement, consent,
acknowledgement, or other documentation in writing, including a written signature, may be
satisfied by electronic delivery of such notice, agreement, consent, acknowledgment, or
other documentation, in a manner that the Committee has prescribed or that is otherwise
acceptable to the Committee, provided that evidence of the intended recipients receipt of
the electronic delivery is available to the Committee and that such delivery is not
prohibited by applicable laws and regulations.
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Section 22. UK Sub-Plan
Any provision of this Plan to the contrary notwithstanding, the Committee may grant to the
employees of the Company or one of its Affiliates whose compensation from the Company or such
Affiliate is subject to taxation under the laws of the United Kingdom Options which (i) will
terminate one year after the Optionees death, (ii) cannot be transferred to a permitted transferee
pursuant to the provisions of Section 10, (iii) cannot be exercised using a means of payment other
than cash or a certified check or cashiers check, and (iv) will not be adjusted pursuant to
Section 17 without the approval of the Board of Inland Revenue of the United Kingdom.
IN WITNESS WHEREOF, this amendment and restatement of the Noble Energy, Inc. 1992 Stock Option
and Restricted Stock Plan has been executed by the Company on this 27th day of April, 2011, to be
effective as provided in Section 18 above.
NOBLE ENERGY, INC. |
||||
By: | /s/ Charles D. Davidson | |||
Charles D. Davidson | ||||
Chairman and Chief Executive Officer | ||||
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