NBL Noble Energy Inc

 

 

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): January 25, 2016

 

 

 

NOBLE ENERGY, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		001-07964		73-0785597
(State or other jurisdiction of incorporation or organization)		Commission File Number		(I.R.S. Employer Identification No.)

 

1001 Noble Energy Way Houston, Texas		77070
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 872-3100

 

(Former name, former address and former fiscal year, if changed since last report)

 

 

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:

 

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

 

¨

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

 

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

 

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

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2016, the Compensation, Benefits and Stock Option Committee (the “Compensation Committee”) of the Board of Directors of Noble Energy, Inc. (the “Company”) approved new and revised forms of agreement that will govern certain future grants under the Company’s 1992 Stock Option and Restricted Stock Plan (the “1992 Plan”). These include a new form of performance agreement and new restricted stock and cash award agreements.

2016 Performance Award Agreement

The new form of performance award agreement provides for restricted stock and cash that vests based upon the Company’s relative total shareholder return (versus a pre-determined compensation peer group) during a three-year performance period. Each performance award will have two components: (1) restricted shares of Company common stock that partially vest if the Company achieves 50% of target performance and vest fully if the Company performs at target; and (2) a cash award that begins vesting if the Company performs above target.

The restricted stock component will vest in full in the event that the Company achieves target performance, which is total shareholder return that meets or exceeds the 50th percentile within the compensation peer group for the three-year period. None of the performance-vesting shares of restricted stock will vest at the end of the performance period if the Company’s total shareholder return is less than the 25th percentile, and half of the performance-vesting shares of restricted stock will vest at the end of the performance period if the Company meets the 25th percentile. Dividends (to the extent declared) will be paid on restricted shares equal to the amount paid to other shareholders. However, these dividends will be retained by the Company and will only vest and be paid if and when the related restricted shares vest.

The cash component will vest only if the Company exceeds target performance by achieving a positive total shareholder return in excess of the 50th percentile relative to the compensation peer group. The value of the cash award that is subject to vesting will be based on a number of phantom units determined on the date of grant. Each phantom unit represents the economic equivalent of one share of Company common stock, subject to the cap described below. The number of phantom units that will vest will range from 0% to 100% based on the following schedule: 50th percentile or less - 0%, 75th percentile - 50%, 90th percentile or above - 100%. Upon vesting, the executive officer will be entitled to receive a lump sum cash payment equal to the value of the vested phantom units on the vesting date plus any accrued dividend equivalents relating to the vested phantom units; provided, however, that the value of the phantom units on the vesting date will be capped so that the amount payable will not exceed four times the value of those phantom units on the original date of grant.

For each of the restricted stock and cash components described above, if the percentile level of the Company’s total shareholder return falls between the applicable levels indicated above, the amounts that will vest will be determined on the basis of a straight-line interpolation between those levels.

The foregoing description of the new form of performance award agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

New Restricted Stock and Cash Award Agreements

In prior years, the Company’s executive officers received time-based restricted stock awards stock that vested 40% on the first anniversary and 60% on the second anniversary. The Compensation Committee considered and approved a new structure for these awards for executive officers (other than the principal executive officer) beginning in 2016, which will now include shares of restricted stock and cash awards that vest over a two-year period. The vesting levels for the restricted stock and cash awards have been adjusted so that, in tandem, they approximate the 40%/60% vesting of the previous restricted stock grants; consequently, new grants of restricted stock (to non-PEO executive officers) will vest 80% on the first anniversary and 20% on the second anniversary, and the new cash awards will vest 100% on the second anniversary.

The new time-vesting cash award agreement provides for a cash award that will vest in full on the second anniversary of the date of grant if satisfactory individual performance is achieved. The value of the time-vesting cash award will be based on a number of phantom units determined on the date of grant, and upon vesting, the executive officer will be entitled to receive a lump sum cash payment equal to the value of the vested phantom units on the vesting date plus any accrued dividend equivalents relating to the vested phantom units; provided, however, that the value of the phantom units on the vesting date will be capped so that the amount payable will not exceed four times the value of those phantom units on the original date of grant.

The foregoing descriptions of the new forms of restricted stock agreement and cash award agreement are qualified in their entirety by reference to the full text of these agreements, which are filed as Exhibits 10.2 and 10.4 hereto and incorporated herein by reference.

 

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Double-Trigger Vesting Acceleration

The remaining forms of agreement filed as part of this report on Form 8-K were revised to include a double-trigger mechanism (which is also included in the agreements described above), so that accelerated vesting of restricted stock, stock options and cash awards will only occur upon termination without cause or for good reason in the event of change of control of the Company.

Item 9.01. Financial Statements and Exhibits.

 

(d)	Exhibits. The following exhibits are filed as part of this report on Form 8-K:

 

10.1		Form of Performance Award Agreement (3-year performance vested stock and cash) under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (effective February 1, 2016)
10.2		Form of Restricted Stock Agreement (two-year time vested for non-PEO executive officers) under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (effective February 1, 2016)
10.3		Form of Restricted Stock Agreement (two-year time vested for principal executive officer) under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (effective February 1, 2016)
10.4		Form of Cash Award Agreement (two year vested) under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (effective February 1, 2016)
10.5		Form of Non-Qualified Stock Option Agreement under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (effective February 1, 2016)
10.6		Form of Restricted Stock Agreement under the 2015 Stock Plan for Non-Employee Directors of Noble Energy, Inc.
10.7		Form of Stock Option Agreement under the 2015 Stock Plan for Non-Employee Directors of Noble Energy, Inc.

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SIGNATURE

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

 

				NOBLE ENERGY, INC.
Date: January 29, 2016				By:		/s/ Aaron G. Carlson
						Aaron G. Carlson
						Assistant Secretary

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INDEX TO EXHIBITS

 

Exhibit No.		Description
10.1		Form of Performance Award Agreement (3-year performance vested stock and cash) under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (effective February 1, 2016)
10.2		Form of Restricted Stock Agreement (two-year time vested for non-PEO executive officers) under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (effective February 1, 2016)
10.3		Form of Restricted Stock Agreement (two-year time vested for principal executive officer) under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (effective February 1, 2016)
10.4		Form of Cash Award Agreement (two year vested) under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (effective February 1, 2016)
10.5		Form of Non-Qualified Stock Option Agreement under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (effective February 1, 2016)
10.6		Form of Restricted Stock Agreement under the 2015 Stock Plan for Non-Employee Directors of Noble Energy, Inc.
10.7		Form of Stock Option Agreement under the 2015 Stock Plan for Non-Employee Directors of Noble Energy, Inc.

Exhibit 10.1

NOBLE ENERGY, INC.

1992 STOCK OPTION AND RESTRICTED STOCK PLAN

2016 PERFORMANCE AWARD AGREEMENT

[3-YEAR PERFORMANCE VESTED STOCK AND CASH]

THIS AGREEMENT is made and entered into as of the      day of             , 2016, by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and                                          (“Employee”).

WHEREAS, the Compensation, Benefits and Stock Option Committee of the Company’s Board of Directors (the “Committee”), acting under the Company’s 1992 Stock Option and Restricted Stock Plan as amended and restated effective October 20, 2015 (the “Plan”), has the authority to award restricted shares of the common stock of the Company and Cash Awards to certain employees of the Company or an Affiliate; and

WHEREAS, pursuant to the Plan the Committee has determined to make such awards to Employee on the terms and conditions and subject to the restrictions set forth in the Plan and this Agreement, and Employee desires to accept such awards;

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions. For the purposes of this Agreement:

(a) “Bonus Award” is defined in Section 3(a).

(b) “Bonus Phantom Units” are defined in Section 3(a).

(c) “Bonus Phantom Unit Value” is defined in Section 3(a).

(d) “Dividend Equivalents” are defined in Section 3(b).

(e) “Effective Date” means the date first written above.

(f) “Peer Group” means the group of companies consisting of each of the following companies in existence as of the beginning of the Performance Period and which continues in existence as an independent publicly traded corporation through the end of the Performance Period:

 

Anadarko Petroleum Corp. Apache Corp. Cabot Oil & Gas Corp. Chesapeake Energy Corp. Continental Resources, Inc. Devon Energy Corp. EOG Resources, Inc. Hess Corporation		Marathon Oil Corporation Murphy Oil Corp. Noble Energy, Inc. Pioneer Natural Resources Company Range Resources Corp. Southwestern Energy Company

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For this purpose, a company shall not be considered to cease to be in existence merely on account of a name change, internal restructuring or reorganization, or similar event, if the company (or its successor) continues as substantially the same business following the change or event.

(g) “Performance Award” is defined in Section 2.

(h) “Performance Period” means the period of time commencing on January 1, 2016, and ending on December 31, 2018.

(i) “Performance Restricted Shares” are defined in Section 2.

(j) “Total Shareholder Return” for the Company and for the other Peer Group companies shall be determined on the basis of the total investment performance that would have resulted at the end of the Performance Period from investing $100 in the common stock of the Company and each of the other companies in the Peer Group, using a beginning stock price and an ending stock price equal to the average closing price for the month of December immediately preceding the beginning of the Performance Period and the month of December immediately preceding the end of the Performance Period, respectively, and with all dividends reinvested.

(k) “Vesting Date” means the third anniversary of the Effective Date.

2. Performance Restricted Stock Award. On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby awards to Employee as of the Effective Date, and Employee hereby accepts, a performance-based restricted stock award (the “Performance Award”) of              shares (the “Performance Restricted Shares”) of common stock of the Company. The Performance Restricted Shares shall be issued in book-entry or stock certificate form in the name of Employee as of the Effective Date. The Performance Restricted Shares shall be held by the Company in escrow for Employee’s benefit until such time as the Performance Restricted Shares are either forfeited by Employee to the Company or the restrictions thereon terminate as set forth in this Agreement. Employee shall not retain physical custody of any certificates representing Performance Restricted Shares issued to Employee until such time as the restrictions on such Performance Restricted Shares terminate as set forth in this Agreement. Employee, by acceptance of the Performance Award, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Employee’s attorney(s)-in-fact to effect any transfer of forfeited Performance Restricted Shares to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Performance Restricted Shares in escrow while acting in good faith in the exercise of its judgment.

 

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3. Bonus Award.

(a) Bonus Phantom Units. On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby awards to Employee as of the Effective Date, and Employee hereby accepts, an additional performance-based Cash Award (the “Bonus Award”) to be determined by the value of the phantom units awarded hereunder (the “Bonus Phantom Units”) and the Dividend Equivalents described in Section 3(b) below. Employee is hereby awarded              Bonus Phantom Units, with each Bonus Phantom Unit representing a hypothetical interest in the Company that is equivalent in value to the “Bonus Phantom Unit Value,” which is the lesser of (i) the Fair Market Value of a share of common stock of the Company (and/or any successor securities or other property attributable to the common stock of the Company that may result from a Change in Control) as of the Vesting Date or Change in Control Vesting Date, as applicable, or (ii) four times the Fair Market Value of a share of common stock of the Company as of the Effective Date.

(b) Dividend Equivalents. Subject to the vesting and forfeiture provisions of Section 4 below, Employee shall be entitled to dividend equivalents with respect to the Bonus Phantom Units (“Dividend Equivalents”) as set forth below. If prior to the vesting or forfeiture of the Bonus Phantom Units, the Company makes a cash dividend or distribution payment to its shareholders with respect to the common stock of the Company, Employee shall be entitled to Dividend Equivalents equal in amount to the product of (i) the amount of the cash dividend or distribution made with respect to a share of common stock of the Company, multiplied by (ii) the number of Bonus Phantom Units awarded hereunder. Dividend Equivalents shall be accrued and paid in accordance with Section 4 below. For the avoidance of doubt, no Dividend Equivalents shall result from declared but unpaid dividends and distributions.

4. Vesting and Forfeiture.

(a) General. Until the Vesting Date, (i) the Performance Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Performance Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with the provisions of this Agreement or the Plan, and (iii) the Bonus Phantom Units and Dividend Equivalents shall be subject to being forfeited by Employee as provided in this Agreement.

(b) Performance Restricted Shares. On the Vesting Date, a percentage, determined in accordance with the schedule below and subject to the Committee’s discretionary authority described in Section 4(b)(iv), of the Performance Restricted Shares (rounded down to the nearest whole share) awarded to Employee pursuant to Section 2 hereof that are still outstanding and not previously forfeited shall vest and

 

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become nonforfeitable, and the restrictions applicable hereunder to such vested Performance Restricted Shares shall terminate. The vested percentage determined in accordance with the schedule below shall be based upon the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group, all determined at the end of the Performance Period. Any Performance Restricted Shares that do not become vested as of the Vesting Date shall be forfeited by Employee and transferred to the Company at no cost to the Company.

 

Company’s Total Shareholder Return Relative to Peer Group Companies		Percentage of Shares Vested
50th percentile or above			100	%
25th percentile			50	%
Below 25th percentile			None

(i) If the percentile level of the Company’s Total Shareholder Return is between two levels indicated on the foregoing schedule, the amount earned under such schedule shall be determined on the basis of a straight-line interpolation between such levels.

(ii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Performance Restricted Shares that are still subject to the restrictions of this Agreement shall terminate.

(iii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Performance Restricted Shares shall be forfeited by Employee and transferred to the Company at no cost to the Company.

(iv) As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to all or a portion of the Performance Restricted Shares, such Performance Restricted Shares with respect to which the restrictions have terminated, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions. Prior to the issuance of the Performance Restricted Shares pursuant to this Section 4(b)(iv), the Committee shall determine and certify in writing (i) the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group, both determined at the end of the Performance Period and (ii) whether the other material terms of the Performance Award have been satisfied. The Committee in its sole and absolute discretion shall have the authority to reduce, but not to increase, the number of Performance Restricted Shares to be issued, retained or vested pursuant to the Performance Award.

 

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(c) Bonus Phantom Units. On the Vesting Date, a percentage, determined in accordance with the schedule below and subject to the Committee’s discretionary authority described in Section 4(c)(iv), of the Bonus Phantom Units (rounded down to the nearest whole share) awarded to Employee pursuant to Section 3(a) hereof that are still outstanding and not previously forfeited, along with any accrued Dividend Equivalents thereon, shall vest and become nonforfeitable. The vested percentage determined in accordance with the schedule below, shall be based upon the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group, all determined at the end of the Performance Period. Any Bonus Phantom Units that do not become vested as of the Vesting Date shall, along with any accrued Dividend Equivalents thereon, be forfeited by Employee.

 

Company’s Total Shareholder Return Relative to Peer Group Companies		Percentage of Shares Earned
90th percentile or above			100	%
75th percentile			50	%
50th percentile or below			None

(i) If the percentile level of the Company’s Total Shareholder Return is between two levels indicated on the foregoing schedule, the amount earned under such schedule shall be determined on the basis of a straight-line interpolation between such levels.

(ii) Notwithstanding the foregoing, if the Total Shareholder Return at the end of the Performance Period is less than zero, all of the Bonus Phantom Units and Dividend Equivalents shall be forfeited by Employee.

(iii) If Employee’s employment with the Company or an Affiliate terminates prior to the Vesting Date for any reason, then on the date of such termination of employment all of the Bonus Phantom Units and Dividend Equivalents shall be forfeited by Employee.

(iv) As soon as practicable (but in no event later than 60 days) after the Vesting Date, the Company shall make a lump sum cash payment to Employee (or in the event of Employee’s death, to Employee’s estate) in an amount equal to the sum of (i) the product of the Bonus Phantom Unit Value as of the Vesting Date, multiplied by the number of Bonus Phantom Units which are vested as of the Vesting Date, and (ii) any accrued Dividend Equivalents relating to such vested Bonus Phantom Units. Prior to payment on the Bonus Phantom Units pursuant to this Section 4(c)(iv), the Committee shall determine and certify in writing (i) the level of the Company’s Total Shareholder Return relative to the

 

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Total Shareholder Return of the companies in the Peer Group, both determined at the end of the Performance Period and (ii) whether the other material terms of the Bonus Award have been satisfied. The Committee in its sole and absolute discretion shall have the authority to reduce, but not to increase, the number of Bonus Phantom Units to be vested pursuant to the Bonus Award.

(v) Notwithstanding Section 4(c)(iv), in the event that the Board determines that making all or a portion of the payment under Section 4(c)(iv) would jeopardize the ability of the Company to continue as a going concern, the Board may delay such payment or portion thereof until the making of the payment or portion thereof would no longer have such effect.

(d) Change in Control. In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the last day of the Performance Period and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, (1) a percentage, determined in accordance with Section 4(b) (except for the last sentence of Section 4(b)(iv) giving the Committee discretionary authority to further reduce the Performance Shares issued, retained or vested, which shall not apply), but based upon the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group as determined on the last day of the month immediately preceding the date of the termination of Employee’s employment, of all of the Performance Restricted Shares (rounded down to the nearest whole share) that are still outstanding and subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate, and (2) a percentage, determined in accordance with Section 4(c) (except for the last sentence of Section 4(c)(iv) giving the Committee discretionary authority to further reduce the number of Bonus Phantom Units to be vested, which shall not apply), but based upon the level of the Company’s Total Shareholder Return relative to the Total Shareholder Return of the companies in the Peer Group as determined on the last day of the month immediately preceding the date of the termination of Employee’s employment, of all of the Bonus Phantom Units (rounded down to the nearest whole share) that are still outstanding and subject to the restrictions of this Agreement, along with any accrued Dividend Equivalents thereon, shall vest and become nonforfeitable as of the date of such termination of employment (the “Change in Control Vesting Date”). As soon as practicable (but in no event later than 60 days) after the termination of such restrictions, the Performance Restricted Shares (and/or any successor securities or other property attributable to the Performance Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions. As soon as practicable (but in no event later than 60 days) after the Change in Control Vesting Date, the Company shall make a lump sum cash payment to Employee (or in the event of Employee’s death, to Employee’s estate) in an amount equal to the sum of (i) the product of the Bonus Phantom Unit Value as of the Change in Control Vesting Date, multiplied by the number of Bonus Phantom Units which vested under this Section 4(d), and (ii) any accrued Dividend Equivalents relating to such vested Bonus Phantom Units.

(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.

 

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5. Rights as Shareholder.

(a) Performance Restricted Shares. Subject to the provisions of this Agreement, upon the issuance of the Performance Restricted Shares to Employee, Employee shall become the owner thereof for all purposes and shall have all rights as a stockholder, including voting rights and the right to receive dividends and distributions, with respect to the Performance Restricted Shares. If the Company shall pay or declare a dividend or make a distribution of any kind, whether due to a reorganization, recapitalization or otherwise, with respect to the shares of Company common stock constituting the Performance Restricted Shares, then the Company shall pay or make such dividend or other distribution with respect to the Performance Restricted Shares; provided, however, that with respect to any of the Performance Restricted Shares that are still subject to the restrictions of this Agreement, the cash, stock or other securities and other property constituting such dividend or other distribution pertaining to such Performance Restricted Shares shall be held by the Company subject to the restrictions applicable hereunder to such Performance Restricted Shares until such Performance Restricted Shares are either forfeited by Employee and transferred to the Company or the restrictions thereon terminate as set forth in this Agreement. If the Performance Restricted Shares with respect to which such dividend or distribution was paid or made are forfeited by Employee pursuant to the provisions hereof, then Employee shall not be entitled to receive such dividend or distribution and such dividend or distribution shall likewise be forfeited and transferred to the Company. If the restrictions applicable to the Performance Restricted Shares with respect to which such dividend or distribution was paid or made terminate in accordance with the provisions of this Agreement, then Employee shall be entitled to receive such dividend or distribution with respect to such shares, without interest, and such dividend or distribution shall likewise be delivered to Employee.

(b) Bonus Phantom Units. A grant of Bonus Phantom Units is not an equity interest in the Company and shall not entitle Employee to voting rights, the right to receive dividends or distributions, or any other rights of a shareholder.

6. Withholding Taxes.

(a) Employee may elect, within 30 days of the Effective Date and on notice to the Company, to realize income for federal income tax purposes equal to the fair market value of the Performance Restricted Shares on the Effective Date. In such event, Employee shall make arrangements satisfactory to the Company or the appropriate Affiliate to pay in the year of the Performance Award any federal, state or local taxes required to be withheld with respect to such shares. Such arrangements may include, to

 

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the extent such arrangements are acceptable to the Company or such Affiliate and do not provide for tax withholding in amounts in excess of the minimum withholding requirements contemplated by SFAS 123(R), the transfer of shares of Common Stock, other than the Performance Restricted Shares, to the Company or such Affiliate for application to satisfy such withholding requirements on the basis of the Fair Market Value of such shares on the date of transfer to the Company or such Affiliate. If Employee fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with respect to Employee, whether or not pursuant to this Agreement, or the Plan and regardless of the form of payment, any federal, state or local taxes of any kind required by law to be withheld with respect to the Performance Restricted Shares.

(b) If no election is made by Employee pursuant to Section 4(a) hereof, then upon the termination of the restrictions applicable hereunder to the Performance Restricted Shares, Employee (or in the event of Employee’s death, the administrator or executor of Employee’s estate) will pay to the Company or the appropriate Affiliate, or make arrangements satisfactory to the Company or such Affiliate regarding payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Performance Restricted Shares. Such arrangements may include, to the extent such arrangements are acceptable to the Company or such Affiliate and do not provide for tax withholding in amounts in excess of the minimum withholding requirements contemplated by SFAS 123(R), the transfer of Performance Restricted Shares that have become nonforfeitable and no longer subject to restrictions hereunder or other shares of Common Stock to the Company or such Affiliate for application to satisfy such withholding requirements on the basis of the Fair Market Value of such shares on the date of transfer to the Company or such Affiliate. If Employee (or in the event of Employee’s death, the administrator or executor of Employee’s estate) fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with respect to Employee, whether or not pursuant to this Agreement, or the Plan and regardless of the form of payment, any federal, state or local taxes of any kind required by law to be withheld with respect to the Performance Restricted Shares.

(c) With respect to the Bonus Phantom Units, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any cash payments made hereunder to Employee any federal, state or local taxes of any kind required by law to be withheld with respect to such payments.

8. Effect on Employment. Nothing contained in this Agreement shall confer upon Employee the right to continue in the employment of the Company or an Affiliate, or affect any right which the Company or an Affiliate may have to terminate the employment of Employee.

 

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9. Assignment. The Company may assign all or any portion of its rights and obligations under this Agreement. The Performance Award, the Bonus Award, the Performance Restricted Shares and the rights and obligations of Employee under this Agreement may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by Employee other than by will or the laws of descent and distribution.

10. Maximum Cash Award. Any provision of this Agreement to the contrary notwithstanding, the maximum amount that may be paid under all Cash Awards awarded to the Employee under the Plan, including the Bonus Award, during any one calendar year shall not exceed $4,000,000.

11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Employee, and Employee’s heirs, devisees, executors, administrators and personal representatives.

12. Notices. All notices required or permitted to be given or made under this Agreement shall be in writing and shall be made in accordance with the provisions of the Plan. Notices under this Agreement shall be delivered or sent (i) to Employee at Employee’s address as set forth in the records of the Company, or (ii) to the Company at the principal executive offices of the Company clearly marked “Attention: Lee Robison”.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws.

14. Further Assurances. Employee agrees to execute such additional instruments and to take all such further action as may be reasonably requested by the Company to carry out the intent and purposes of this Agreement.

15. Subject to Plan. The Performance Award, the Bonus Award, the Performance Restricted Shares and this Agreement are subject to all of the terms and conditions of the Plan as amended from time to time. In the event of any conflict between the terms and conditions of the Plan and those set forth in this Agreement, the terms and conditions of the Plan shall control. Capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan.

16. Compensation Recoupment Policy. Employee hereby acknowledges and agrees that Employee, the Performance Award and the Bonus Award are subject to the Company’s compensation recoupment policy as contained in the Company’s Code of Conduct (the “Policy”), as amended from time to time, and the terms and conditions of the Policy are hereby incorporated by reference into this Agreement.

17. Funding. The Bonus Award is unfunded. Employee’s right to receive payment under the Bonus Award shall be no greater than the right of an unsecured creditor of the Company and Employee shall not have any rights in or against specific assets of the Company.

 

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18. Adjustments Upon Changes in Common Stock. In the event that before either the Vesting Date or the Change in Control Vesting Date, the Company shall have effected a common stock split or dividend payable in common stock or the outstanding common stock of the Company shall have been combined into a smaller number of shares, the Bonus Phantom Units subject to the Bonus Award shall be increased or decreased to reflect proportionately the increase or decrease in the number of shares of common stock outstanding. In the event of a reclassification of stock not covered by the foregoing, or in the event of a liquidation or reorganization, including a merger, consolidation or sale of assets, it is agreed that the Board of Directors of the Company shall make such adjustments, if any, as it may deem appropriate in the number of Bonus Phantom Units subject to the Bonus Award.

19. Code Section 409A. The Bonus Award is intended to be exempt from Section 409A of the Code and any ambiguities herein shall be interpreted, to the extent possible, in a manner consistent therewith.

20. Descriptive Headings and References. The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

21. Electronic Documentation. Any provision of this Agreement to the contrary notwithstanding, provisions in this Agreement 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, acknowledgement, 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 recipient’s receipt of the electronic delivery is available to the Committee and that such delivery is not prohibited by applicable laws and regulations.

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first written above.

 

*****

By clicking the Accept button, I am confirming that I have read and understand, and that I agree to be bound by the terms of this Restricted Stock and Cash Award Agreement and the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan as if I had manually signed this Restricted Stock and Cash Award Agreement. I am also consenting to receive all related information in electronic form.

 

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Exhibit 10.2

NOBLE ENERGY, INC.

1992 STOCK OPTION AND RESTRICTED STOCK PLAN

2016 RESTRICTED STOCK AGREEMENT

[2-YEAR TIME VESTED–NON-PEO]

THIS AGREEMENT is made and entered into as of the      day of             , 2016, by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and                                          (“Employee”).

WHEREAS, the Compensation, Benefits and Stock Option Committee of the Company’s Board of Directors (the “Committee”), acting under the Company’s 1992 Stock Option and Restricted Stock Plan as amended and restated effective October 20, 2015 (the “Plan”), has the authority to award restricted shares of the common stock of the Company to certain employees of the Company or an Affiliate; and

WHEREAS, pursuant to the Plan the Committee has determined to make such an award to Employee on the terms and conditions and subject to the restrictions set forth in the Plan and this Agreement, and Employee desires to accept such award;

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Restricted Stock Award. On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby awards to Employee, and Employee hereby accepts, a restricted stock award (the “Award”) of              shares (the “Restricted Shares”) of common stock of the Company. The Award is made effective as of                     , 2016 (the “Effective Date”). The Restricted Shares shall be issued in book-entry or stock certificate form in the name of Employee as of the Effective Date. The Restricted Shares shall be held by the Company in escrow for Employee’s benefit until such time as the Restricted Shares are either forfeited by Employee to the Company or the restrictions thereon terminate as set forth in this Agreement. Employee shall not retain physical custody of any certificates representing Restricted Shares issued to Employee until such time as the restrictions on such Restricted Shares terminate as set forth in this Agreement. Employee, by acceptance of the Award, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Employee’s attorney(s)-in-fact to effect any transfer of forfeited Restricted Shares to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow while acting in good faith in the exercise of its judgment.

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2. Vesting and Forfeiture.

(a) Until the second anniversary of the Effective Date, (i) the Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with the provisions of this Agreement or the Plan.

(b) If Employee remains employed by the Company or an Affiliate until:

(1) the first anniversary of the Effective Date, then on such anniversary date 80% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and

(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate.

As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.

(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.

(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason,

 

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within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.

(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.

3. Rights as Shareholder. Subject to the provisions of this Agreement, upon the issuance of the Restricted Shares to Employee, Employee shall become the owner thereof for all purposes and shall have all rights as a stockholder, including voting rights and the right to receive dividends and distributions, with respect to the Restricted Shares. If the Company shall pay or declare a dividend or make a distribution of any kind, whether due to a reorganization, recapitalization or otherwise, with respect to the shares of Company common stock constituting the Restricted Shares, then the Company shall pay or make such dividend or other distribution with respect to the Restricted Shares; provided, however, that with respect to any of the Restricted Shares that are still subject to the restrictions of this Agreement, the cash, stock or other securities and other property constituting such dividend or other distribution pertaining to such Restricted Shares shall be held by the Company subject to the restrictions applicable hereunder to such Restricted Shares until such Restricted Shares are either forfeited by Employee and transferred to the Company or the restrictions thereon terminate as set forth in this Agreement. If the Restricted Shares with respect to which such dividend or distribution was paid or made are forfeited by Employee pursuant to the provisions hereof, then Employee shall not be entitled to receive such dividend or distribution and such dividend or distribution shall likewise be forfeited and transferred to the Company. If the restrictions applicable to the Restricted Shares with respect to which such dividend or distribution was paid or made terminate in accordance with the provisions of this Agreement, then Employee shall be entitled to receive such dividend or distribution with respect to such shares, without interest, and such dividend or distribution shall likewise be delivered to Employee.

4. Withholding Taxes.

(a) Employee may elect, within 30 days of the Effective Date and on notice to the Company, to realize income for federal income tax purposes equal to the fair market value of the Restricted Shares on the Effective Date. In such event, Employee shall make arrangements satisfactory to the Company or the appropriate Affiliate to pay in the year of the Award any federal, state or local taxes required to be withheld with respect to such shares. Such arrangements may include, to the extent such arrangements are acceptable to the Company or such Affiliate and do not provide for tax withholding in amounts in

 

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excess of the minimum withholding requirements contemplated by SFAS 123(R), the transfer of shares of Common Stock, other than the Restricted Shares, to the Company or such Affiliate for application to satisfy such withholding requirements on the basis of the Fair Market Value of such shares on the date of transfer to the Company or such Affiliate. If Employee fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with respect to Employee, whether or not pursuant to this Agreement, or the Plan and regardless of the form of payment, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares.

(b) If no election is made by Employee pursuant to Section 4(a) hereof, then upon the termination of the restrictions applicable hereunder to the Restricted Shares, Employee (or in the event of Employee’s death, the administrator or executor of Employee’s estate) will pay to the Company or the appropriate Affiliate, or make arrangements satisfactory to the Company or such Affiliate regarding payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares. Such arrangements may include, to the extent such arrangements are acceptable to the Company or such Affiliate and do not provide for tax withholding in amounts in excess of the minimum withholding requirements contemplated by SFAS 123(R), the transfer of Restricted Shares that have become nonforfeitable and no longer subject to restrictions hereunder or other shares of Common Stock to the Company or such Affiliate for application to satisfy such withholding requirements on the basis of the Fair Market Value of such shares on the date of transfer to the Company or such Affiliate. If Employee (or in the event of Employee’s death, the administrator or executor of Employee’s estate) fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with respect to Employee, whether or not pursuant to this Agreement, or the Plan and regardless of the form of payment, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares.

5. Effect on Employment. Nothing contained in this Agreement shall confer upon Employee the right to continue in the employment of the Company or an Affiliate, or affect any right which the Company or an Affiliate may have to terminate the employment of Employee.

6. Assignment. The Company may assign all or any portion of its rights and obligations under this Agreement. The Award, the Restricted Shares and the rights and obligations of Employee under this Agreement may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by Employee other than by will or the laws of descent and distribution.

 

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7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Employee, and Employee’s heirs, devisees, executors, administrators and personal representatives.

8. Notices. All notices required or permitted to be given or made under this Agreement shall be in writing and shall be made in accordance with the provisions of the Plan. Notices under this Agreement shall be delivered or sent (i) to Employee at Employee’s address as set forth in the records of the Company, or (ii) to the Company at the principal executive offices of the Company clearly marked “Attention: Lee Robison”.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws.

10. Further Assurances. Employee agrees to execute such additional instruments and to take all such further action as may be reasonably requested by the Company to carry out the intent and purposes of this Agreement.

11. Subject to Plan. The Award, the Restricted Shares and this Agreement are subject to all of the terms and conditions of the Plan as amended from time to time. In the event of any conflict between the terms and conditions of the Plan and those set forth in this Agreement, the terms and conditions of the Plan shall control. Capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan.

12. Compensation Recoupment Policy. Employee hereby acknowledges and agrees that Employee and the Award are subject to the Company’s compensation recoupment policy as contained in the Company’s Code of Conduct (the “Policy”), as amended from time to time, and the terms and conditions of the Policy are hereby incorporated by reference into this Agreement.

13. Descriptive Headings and References. The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

14. Electronic Documentation. Any provision of this Agreement to the contrary notwithstanding, provisions in this Agreement 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, acknowledgement, 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 recipient’s 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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[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first written above.

 

*****

By clicking the Accept button, I am confirming that I have read and understand, and that I agree to be bound by the terms of this Restricted Stock Agreement and the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan as if I had manually signed this Restricted Stock Agreement. I am also consenting to receive all related information in electronic form.

 

7

Exhibit 10.3

NOBLE ENERGY, INC.

1992 STOCK OPTION AND RESTRICTED STOCK PLAN

2016 RESTRICTED STOCK AGREEMENT

[2-YEAR TIME VESTED–PEO]

THIS AGREEMENT is made and entered into as of the      day of             , 2016, by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and                                          (“Employee”).

WHEREAS, the Compensation, Benefits and Stock Option Committee of the Company’s Board of Directors (the “Committee”), acting under the Company’s 1992 Stock Option and Restricted Stock Plan as amended and restated effective October 20, 2015 (the “Plan”), has the authority to award restricted shares of the common stock of the Company to certain employees of the Company or an Affiliate; and

WHEREAS, pursuant to the Plan the Committee has determined to make such an award to Employee on the terms and conditions and subject to the restrictions set forth in the Plan and this Agreement, and Employee desires to accept such award;

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Restricted Stock Award. On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby awards to Employee, and Employee hereby accepts, a restricted stock award (the “Award”) of              shares (the “Restricted Shares”) of common stock of the Company. The Award is made effective as of                     , 2016 (the “Effective Date”). The Restricted Shares shall be issued in book-entry or stock certificate form in the name of Employee as of the Effective Date. The Restricted Shares shall be held by the Company in escrow for Employee’s benefit until such time as the Restricted Shares are either forfeited by Employee to the Company or the restrictions thereon terminate as set forth in this Agreement. Employee shall not retain physical custody of any certificates representing Restricted Shares issued to Employee until such time as the restrictions on such Restricted Shares terminate as set forth in this Agreement. Employee, by acceptance of the Award, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Employee’s attorney(s)-in-fact to effect any transfer of forfeited Restricted Shares to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow while acting in good faith in the exercise of its judgment.

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2. Vesting and Forfeiture.

(a) Until the second anniversary of the Effective Date, (i) the Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with the provisions of this Agreement or the Plan.

(b) If Employee remains employed by the Company or an Affiliate until:

(1) the first anniversary of the Effective Date, then on such anniversary date 40% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and

(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate.

As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.

(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.

(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason,

 

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within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.

(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.

3. Rights as Shareholder. Subject to the provisions of this Agreement, upon the issuance of the Restricted Shares to Employee, Employee shall become the owner thereof for all purposes and shall have all rights as a stockholder, including voting rights and the right to receive dividends and distributions, with respect to the Restricted Shares. If the Company shall pay or declare a dividend or make a distribution of any kind, whether due to a reorganization, recapitalization or otherwise, with respect to the shares of Company common stock constituting the Restricted Shares, then the Company shall pay or make such dividend or other distribution with respect to the Restricted Shares; provided, however, that with respect to any of the Restricted Shares that are still subject to the restrictions of this Agreement, the cash, stock or other securities and other property constituting such dividend or other distribution pertaining to such Restricted Shares shall be held by the Company subject to the restrictions applicable hereunder to such Restricted Shares until such Restricted Shares are either forfeited by Employee and transferred to the Company or the restrictions thereon terminate as set forth in this Agreement. If the Restricted Shares with respect to which such dividend or distribution was paid or made are forfeited by Employee pursuant to the provisions hereof, then Employee shall not be entitled to receive such dividend or distribution and such dividend or distribution shall likewise be forfeited and transferred to the Company. If the restrictions applicable to the Restricted Shares with respect to which such dividend or distribution was paid or made terminate in accordance with the provisions of this Agreement, then Employee shall be entitled to receive such dividend or distribution with respect to such shares, without interest, and such dividend or distribution shall likewise be delivered to Employee.

4. Withholding Taxes.

(a) Employee may elect, within 30 days of the Effective Date and on notice to the Company, to realize income for federal income tax purposes equal to the fair market value of the Restricted Shares on the Effective Date. In such event, Employee shall make arrangements satisfactory to the Company or the appropriate Affiliate to pay in the year of the Award any federal, state or local taxes required to be withheld with respect to such shares. Such arrangements may include, to the extent such arrangements are acceptable to the Company or such Affiliate and do not provide for tax withholding in amounts in

 

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excess of the minimum withholding requirements contemplated by SFAS 123(R), the transfer of shares of Common Stock, other than the Restricted Shares, to the Company or such Affiliate for application to satisfy such withholding requirements on the basis of the Fair Market Value of such shares on the date of transfer to the Company or such Affiliate. If Employee fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with respect to Employee, whether or not pursuant to this Agreement, or the Plan and regardless of the form of payment, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares.

(b) If no election is made by Employee pursuant to Section 4(a) hereof, then upon the termination of the restrictions applicable hereunder to the Restricted Shares, Employee (or in the event of Employee’s death, the administrator or executor of Employee’s estate) will pay to the Company or the appropriate Affiliate, or make arrangements satisfactory to the Company or such Affiliate regarding payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares. Such arrangements may include, to the extent such arrangements are acceptable to the Company or such Affiliate and do not provide for tax withholding in amounts in excess of the minimum withholding requirements contemplated by SFAS 123(R), the transfer of Restricted Shares that have become nonforfeitable and no longer subject to restrictions hereunder or other shares of Common Stock to the Company or such Affiliate for application to satisfy such withholding requirements on the basis of the Fair Market Value of such shares on the date of transfer to the Company or such Affiliate. If Employee (or in the event of Employee’s death, the administrator or executor of Employee’s estate) fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with respect to Employee, whether or not pursuant to this Agreement, or the Plan and regardless of the form of payment, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares.

5. Effect on Employment. Nothing contained in this Agreement shall confer upon Employee the right to continue in the employment of the Company or an Affiliate, or affect any right which the Company or an Affiliate may have to terminate the employment of Employee.

6. Assignment. The Company may assign all or any portion of its rights and obligations under this Agreement. The Award, the Restricted Shares and the rights and obligations of Employee under this Agreement may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by Employee other than by will or the laws of descent and distribution.

 

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7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Employee, and Employee’s heirs, devisees, executors, administrators and personal representatives.

8. Notices. All notices required or permitted to be given or made under this Agreement shall be in writing and shall be made in accordance with the provisions of the Plan. Notices under this Agreement shall be delivered or sent (i) to Employee at Employee’s address as set forth in the records of the Company, or (ii) to the Company at the principal executive offices of the Company clearly marked “Attention: Lee Robison”.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws.

10. Further Assurances. Employee agrees to execute such additional instruments and to take all such further action as may be reasonably requested by the Company to carry out the intent and purposes of this Agreement.

11. Subject to Plan. The Award, the Restricted Shares and this Agreement are subject to all of the terms and conditions of the Plan as amended from time to time. In the event of any conflict between the terms and conditions of the Plan and those set forth in this Agreement, the terms and conditions of the Plan shall control. Capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan.

12. Compensation Recoupment Policy. Employee hereby acknowledges and agrees that Employee and the Award are subject to the Company’s compensation recoupment policy as contained in the Company’s Code of Conduct (the “Policy”), as amended from time to time, and the terms and conditions of the Policy are hereby incorporated by reference into this Agreement.

13. Descriptive Headings and References. The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

14. Electronic Documentation. Any provision of this Agreement to the contrary notwithstanding, provisions in this Agreement 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, acknowledgement, 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 recipient’s 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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[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first written above.

 

*****

By clicking the Accept button, I am confirming that I have read and understand, and that I agree to be bound by the terms of this Restricted Stock Agreement and the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan as if I had manually signed this Restricted Stock Agreement. I am also consenting to receive all related information in electronic form.

 

7

Exhibit 10.4

NOBLE ENERGY, INC.

1992 STOCK OPTION AND RESTRICTED STOCK PLAN

2016 CASH AWARD AGREEMENT

THIS AGREEMENT is made and entered into as of the      day of             , 2016, by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and                                          (“Employee”).

WHEREAS, the Compensation, Benefits and Stock Option Committee of the Company’s Board of Directors (the “Committee”), acting under the Company’s 1992 Stock Option and Restricted Stock Plan as amended and restated effective October 20, 2015 (the “Plan”), has the authority to award Cash Awards to certain employees of the Company or an Affiliate; and

WHEREAS, pursuant to the Plan the Committee has determined to make such an award to Employee on the terms and conditions and subject to the restrictions set forth in the Plan and this Agreement, and Employee desires to accept such award;

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Phantom Units. On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby awards to Employee, and Employee hereby accepts, a Cash Award (the “Award”) to be determined by the value of the phantom units awarded hereunder (the “Phantom Units”) and the Dividend Equivalents described in Section 2 below. Employee is hereby awarded              Phantom Units, with each Phantom Unit representing a hypothetical interest in the Company that is equivalent in value to the “Phantom Unit Value,” which is the lesser of (i) the Fair Market Value of a share of common stock of the Company (and/or any successor securities or other property attributable to the common stock of the Company that may result from a Change in Control) as of the Vesting Date (as defined below), or (ii) four times the Fair Market Value of a share of common stock of the Company as of the Effective Date (as defined below). The Award is made effective as of                     , 2016 (the “Effective Date”).

2. Dividend Equivalents. Subject to the vesting and forfeiture provisions of Section 3 below, Employee shall be entitled to dividend equivalents with respect to the Phantom Units (“Dividend Equivalents”) as set forth below. If prior to the vesting or forfeiture of the Phantom Units, the Company makes a cash dividend or distribution payment to its shareholders with respect to the common stock of the Company, Employee shall be entitled to Dividend Equivalents equal in amount to the product of (i) the amount of the cash dividend or distribution made with respect to a share of common stock of the Company, multiplied by (ii) the number of Phantom Units awarded hereunder. Dividend Equivalents shall be accrued and paid in accordance with Section 4 below. For the avoidance of doubt, no Dividend Equivalents shall result from declared but unpaid dividends and distributions.

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3. Vesting and Forfeiture.

(a) Until the second anniversary of the Effective Date (the “Performance Date”), the Phantom Units and Dividend Equivalents shall be subject to being forfeited by Employee as provided in this Agreement.

(b) If Employee remains employed by the Company or an Affiliate until the Performance Date and Employee has received an aggregate “satisfactory” performance rating, as determined by the Company in its sole discretion, for the two-year period ending on the Performance Date, then on the Performance Date the Phantom Units and Dividend Equivalents shall become fully vested. If Employee fails to receive an aggregate “satisfactory” performance rating for such two-year period, then the Phantom Units and Dividend Equivalents shall be immediately forfeited by Employee.

(c) If Employee’s employment with the Company or an Affiliate terminates prior to the Performance Date by reason of Employee’s death or Disability, then on the date of such termination of employment the Phantom Units and Dividend Equivalents shall become fully vested. Subject to Section 3(d) below, if Employee’s employment with the Company or an Affiliate terminates prior to the Performance Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Phantom Units and Dividend Equivalents shall be forfeited by Employee.

(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the Performance Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, then on the date of such termination of employment the Phantom Units and Dividend Equivalents shall become fully vested.

(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.

(f) For the purposes of this Agreement, “Vesting Date” means the earliest date upon which the Phantom Units and Dividend Equivalents vest pursuant to Sections 3(b), (c) and (d) above.

4. Payment of Phantom Units and Dividend Equivalents. As soon as practicable (but in no event later than 30 days) following the Vesting Date of the Phantom Units, the Company shall make a lump sum cash payment to Employee (or in the event of Employee’s death, to Employee’s estate) in an amount equal to the sum of (i) the product of the Phantom Unit Value, multiplied by the number of Phantom Units awarded hereunder, and (ii) any accrued Dividend Equivalents. Notwithstanding the

 

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preceding sentence, in the event that the Board determines that making all or a portion of the payment under this Section 4 would jeopardize the ability of the Company to continue as a going concern, the Board may delay such payment or portion thereof until the making of the payment or portion thereof would no longer have such effect.

5. Maximum Cash Award. Any provision of this Agreement to the contrary notwithstanding, the maximum amount that may be paid under all Cash Awards awarded to the Employee under the Plan, including this Award, during any one calendar year shall not exceed $4,000,000.

6. No Rights as Shareholder. A grant of Phantom Units is not an equity interest in the Company and shall not entitle Employee to voting rights, the right to receive dividends or distributions, or any other rights of a shareholder.

7. Withholding Taxes. The Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments made hereunder to Employee any federal, state or local taxes of any kind required by law to be withheld with respect to such payments.

8. Effect on Employment. Nothing contained in this Agreement shall confer upon Employee the right to continue in the employment of the Company or an Affiliate, or affect any right which the Company or an Affiliate may have to terminate the employment of Employee.

9. Assignment. The Company may assign all or any portion of its rights and obligations under this Agreement. The Award and the rights and obligations of Employee under this Agreement may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by Employee other than by will or the laws of descent and distribution.

10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Employee, and Employee’s heirs, devisees, executors, administrators and personal representatives.

11. Notices. All notices required or permitted to be given or made under this Agreement shall be in writing and shall be made in accordance with the provisions of the Plan. Notices under this Agreement shall be delivered or sent (i) to Employee at Employee’s address as set forth in the records of the Company, or (ii) to the Company at the principal executive offices of the Company clearly marked “Attention: Lee Robison”.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws.

13. Subject to Plan. The Award and this Agreement are subject to all of the terms and conditions of the Plan as amended from time to time. In the event of any conflict between the terms and conditions of the Plan and those set forth in this Agreement, the terms and conditions of the Plan shall control. Capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan.

 

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14. Compensation Recoupment Policy. Employee hereby acknowledges and agrees that Employee and the Award are subject to the Company’s compensation recoupment policy as contained in the Company’s Code of Conduct, as amended from time to time (the “Policy”), and the terms and conditions of the Policy are hereby incorporated by reference into this Agreement.

15. Funding. The Award is unfunded. Employee’s right to receive payment hereunder shall be no greater than the right of an unsecured creditor of the Company and Employee shall not have any rights in or against specific assets of the Company.

16. Adjustments Upon Changes in Common Stock. In the event that before the Vesting Date, the Company shall have effected a common stock split or dividend payable in common stock or the outstanding common stock of the Company shall have been combined into a smaller number of shares, the Phantom Units subject to the Cash Award shall be increased or decreased to reflect proportionately the increase or decrease in the number of shares of common stock outstanding. In the event of a reclassification of stock not covered by the foregoing, or in the event of a liquidation or reorganization, including a merger, consolidation or sale of assets, it is agreed that the Board of Directors of the Company shall make such adjustments, if any, as it may deem appropriate in the number of Phantom Units subject to the Cash Award.

17. Code Section 409A. This Agreement is intended to be exempt from Section 409A of the Code and any ambiguities herein shall be interpreted, to the extent possible, in a manner consistent therewith.

18. Descriptive Headings and References. The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

19. Electronic Documentation. Any provision of this Agreement to the contrary notwithstanding, provisions in this Agreement 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, acknowledgement, 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 recipient’s receipt of the electronic delivery is available to the Committee and that such delivery is not prohibited by applicable laws and regulations.

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first written above.

 

*****

By clicking the Accept button, I am confirming that I have read and understand, and that I agree to be bound by the terms of this Cash Award Agreement and the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan as if I had manually signed this Cash Award Agreement. I am also consenting to receive all related information in electronic form.

 

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Exhibit 10.5

NOBLE ENERGY, INC.

1992 STOCK OPTION AND RESTRICTED STOCK PLAN

2016 NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of the      day of             , 2016, by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and                                          (“Employee”).

WHEREAS, the Compensation, Benefits and Stock Option Committee (the “Committee”) of the Company’s Board of Directors, acting under the Company’s 1992 Stock Option and Restricted Stock Plan as amended and restated effective October 20, 2015 (the “Plan”), has determined that it is desirable to grant an option under the Plan to Employee, who is currently employed by the Company or an Affiliate;

NOW, THEREFORE, it is agreed as follows:

1. Grant of Option, Option Period and Terms of Exercise of Option. Subject to the terms and conditions hereinafter set forth, the Company hereby grants to Employee the option to purchase                 shares of common stock of the Company at the price of $         per share. This option shall be exercisable during the period commencing one year from the date of this Agreement and terminating on the first to occur of (1) the expiration of ten years from the date of this Agreement, or (2) when the employment of Employee by the Company or an Affiliate has terminated for any reason; provided, however, that:

(i) the number of shares purchasable hereunder in any period of time during which the option evidenced hereby is exercisable shall be limited as follows: (a) one-third (1/3) of such shares (if a number including a fraction, then the next lower whole number) shall be purchasable, in whole at any time or in part from time to time, commencing one year from the date of this Agreement; (b) an additional one-third (1/3) of such shares (if a number including a fraction, then the next lower whole number) shall be purchasable, in whole at any time or in part from time to time, commencing two years from the date of this Agreement; and (c) the remainder of such shares shall be purchasable, in whole at any time or in part from time to time, commencing three years from the date of this Agreement;

(ii) if said employment terminates more than one year and less than ten years from the date hereof other than by reason of death, Disability, or Retirement, then Employee may exercise this option, to the extent Employee was able to do so at the date of the termination of employment, at any time within one year after such termination but not after the expiration of the ten-year period;

(iii) if said employment terminates more than one year and less than ten years from the date hereof by reason of Employee’s Retirement, then Employee may exercise this option to the extent Employee was entitled to exercise it on the date of Employee’s Retirement, at any time within five years after such Retirement, but not after the expiration of the ten-year period; and

(iv) if Employee terminates employment with the Company or an Affiliate less than ten years from the date hereof by reason of Employee’s Disability or death, Employee, the executor or administrator of the estate of Employee, or any person who has acquired this option directly from Employee by bequest or inheritance, may exercise this option with respect to all remaining shares not yet exercised, whether or not yet purchasable immediately prior to Employee’s Disability or death, at any time within five years after such Disability or death, but not after the expiration of the ten-year period.

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This option is a nonqualified stock option and shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Agreement, transfers of employment without interruption of service between the Company and its Affiliates shall not be considered a termination of employment.

2. Exercise Following Change in Control. Any provision of paragraph 1 hereof to the contrary notwithstanding, in accordance with the provisions of Section 17 of the Plan, upon the occurrence of a Change in Control while Employee is employed by the Company or an Affiliate, followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, this option may be exercised to purchase all of the shares of Company common stock that are then subject to this option.

3. No Guaranty of Employment. The grant of this option shall not be deemed to entitle Employee to continued employment by the Company or any Affiliate for any specific period of time.

4. Requirement of Employment. Except as provided in paragraphs 1 and 2 hereof, this option may not be exercised unless Employee is at the time of exercise an employee of the Company or an Affiliate.

5. Exercise of Option. This option may be exercised by written notice signed by Employee or electronic notice in form acceptable by the Company or its designee, either of which must be delivered to the Company or its designee. Such notice shall state the number of shares as to which the option is exercised and shall be accompanied by the full amount of the purchase price of such shares in accordance with the provisions of Section 11 of the Plan. Promptly after demand by the Company or its designee, Employee shall pay to the Company or its designee an amount equal to any applicable withholding taxes due in connection with the exercise of this option in accordance with the provisions of Section 11 of the Plan. Payment of the purchase price of the shares and payment of the applicable withholding taxes can be accomplished under the broker-assisted exercise program administered by the Company’s designee, if any, then in effect.

6. Delivery of Certificates Upon Exercise of Option. Delivery of the shares representing the purchased stock shall be made in certificate or book-entry form promptly after receipt of notice of exercise and payment of the purchase price and the amount of any withholding taxes to the Company, if required, provided that the Company shall have such time as it reasonably deems necessary to qualify or register such stock on any exchange that it deems desirable or necessary.

 

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7. Adjustments Upon Changes in Common Stock. In the event that before delivery by the Company of all the shares of stock in respect of which this option and rights are hereby granted, the Company shall have effected a common stock split or dividend payable in common stock or the outstanding common stock of the Company shall have been combined into a smaller number of shares, the shares still subject to the option hereby granted shall be increased or decreased to reflect proportionately the increase or decrease in the number of shares outstanding, and the purchase price per share shall be decreased or increased so that the aggregate purchase price for all the then optioned shares shall remain the same as immediately prior to such stock split, stock dividend or combination. In the event of a reclassification of stock not covered by the foregoing, or in the event of a liquidation or reorganization, including a merger, consolidation or sale of assets, it is agreed that the Board of Directors of the Company shall make such adjustments, if any, as it may deem appropriate in the number, purchase price and kind of shares still subject to the option and rights hereby granted.

8. Transferability. The option evidenced hereby is not transferable by Employee other than (i) by will or the laws of descent and distribution or (ii) to a permitted transferee in accordance with the provisions of the Plan.

9. Termination for Cause. Anything herein to the contrary notwithstanding, in the event of Employee’s Termination for Cause, this option shall automatically terminate and be null and void as of the date of such termination of employment.

10. Code Section 409A. The compensation payable by the Company to or with respect to Employee pursuant to this option is intended to be compensation that is not subject to the requirements of Section 409A of the Code, and this Agreement and the Plan shall be administered and construed to the fullest extent possible to reflect and implement such intent; provided, however, that the Committee, the Company and the Company’s Affiliates, and their respective directors, officers, employees and agents, do not guarantee any particular tax treatment with respect to this Agreement or the option granted hereby, and shall not be responsible or liable for any such treatment. No modification or cancellation of this Agreement, or adjustment authorized by paragraph 7 or any Section of the Plan, shall be made in a manner that would cause the compensation payable hereunder to be subject to the tax imposed by Section 409A of the Code.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws.

12. Subject to Plan. This Agreement and the option evidenced hereby are subject to all of the terms and conditions of the Plan as amended from time to time. In the event of any conflict between the terms and conditions of the Plan and those set forth in this Agreement, the terms and conditions of the Plan shall control. Capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan.

 

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13. Compensation Recoupment Policy. Employee hereby acknowledges and agrees that Employee and this option are subject to the Company’s compensation recoupment policy as contained in the Company’s Code of Conduct (the “Policy”), as amended from time to time, and the terms and conditions of the Policy are hereby incorporated by reference into this Agreement.

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written.

 

 

Employee signature

Employee printed name

*****

By clicking the Accept button, I am confirming that I have read and understand, and that I agree to be bound by the terms of this Stock Option Agreement and the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan as if I had manually signed this Stock Option Agreement. I am also consenting to receive all related information in electronic form.

 

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Exhibit 10.6

2015 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

OF

NOBLE ENERGY, INC.

2016 RESTRICTED STOCK AGREEMENT

THIS AGREEMENT is made and entered into as of                     , by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and                                          (“Director”).

WHEREAS, the 2015 Stock Plan for Non-Employee Directors of Noble Energy, Inc. as amended and restated effective October 20, 2015 (the “Plan”), provides for the grant of restricted shares of Common Stock to the Company’s Non-Employee Directors upon the terms and conditions specified under the Plan; and

WHEREAS, Director is a Non-Employee Director of the Company who has been granted an award of restricted shares of Common Stock pursuant to the Plan;

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows with respect to such award:

1. Restricted Stock Award. On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby awards to Director, and Director hereby accepts, a restricted stock award (the “Award”) of              shares of Common Stock (the “Restricted Shares”). The Award is made effective as of                      (the “Effective Date”). The Restricted Shares shall be issued in book-entry or stock certificate form in the name of Director as of the Effective Date. The Restricted Shares shall be held by the Company in escrow for Director’s benefit until such time as the Restricted Shares are either forfeited by Director to the Company or the restrictions thereon terminate as set forth in this Agreement. Director shall not retain physical custody of any certificates representing Restricted Shares issued to Director until such time as the restrictions on such Restricted Shares terminate as set forth in this Agreement. Director, by acceptance of the Award, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Director’s attorney(s)-in-fact to effect any transfer of forfeited Restricted Shares to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer. To the extent allowable by applicable law, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow while acting in good faith in the exercise of its judgment.

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2. Vesting and Forfeiture.

(a) The Restricted Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Effective Date and shall end on the first anniversary of the Effective Date.

(b) During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Director to the Company as provided in this Agreement, and Director may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares.

(c) If Director remains a member of the Board of Directors throughout the Restricted Period, the restrictions applicable hereunder to the Restricted Shares shall terminate, and as soon as practicable after the end of the Restricted Period the Restricted Shares shall be delivered to Director free of such restrictions together with any dividends or other distributions with respect to such shares then being held by the Company as provided in Section 3 of this Agreement.

(d) If Director experiences a Termination for Cause during the Restricted Period, then the Restricted Shares shall be forfeited by Director to the Company, and shall be transferred to the Company by Director.

(e) If Director ceases to be a member of the Board of Directors during the Restricted Period for any reason other than as set forth in the following sentence of this Section 2(e) or in Section 2(f), the Restricted Shares shall be forfeited by Director to the Company and shall be transferred to the Company by Director. If Director dies or becomes disabled (within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended, as determined by the Board of Directors in its discretion) while a member of the Board of Directors, or retires as a regular member of the Board of Directors because of age in accordance with the mandatory retirement provisions of Article III of the By-laws of the Company, all restrictions applicable to the Restricted Shares shall terminate, and as soon as practicable thereafter the Restricted Shares shall be delivered to Director free of such restrictions (or in the event of Director’s death, to Director’s estate) together with any dividends or other distributions with respect to such shares then being held by the Company as provided in Section 3 of this Agreement.

(f) In accordance with Section 6.01 of the Plan, in the event of a Change in Control during the Restricted Period while Director is a member of the Board of Directors, followed by the involuntary termination of Director’s membership on the Board of Directors, including a failure to re-nominate Director for election to the Board of Directors, for reasons other than a Termination for Cause within the 24-month period following the date of such Change in Control, the restrictions applicable hereunder to the Restricted Shares shall terminate and the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Director free of such restrictions.

 

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3. Rights as Shareholder. Subject to the provisions of this Agreement, upon the issuance of the Restricted Shares to Director, Director shall become the owner thereof for all purposes and shall have all rights as a stockholder, including voting rights and the right to receive dividends and distributions, with respect to the Restricted Shares. If the Company shall pay or declare a dividend or make a distribution of any kind, whether due to a reorganization, recapitalization or otherwise, with respect to the shares of Company common stock constituting the Restricted Shares, then the Company shall pay or make such dividend or other distribution with respect to the Restricted Shares; provided, however, that the cash, stock or other securities and other property constituting such dividend or other distribution shall be held by the Company subject to the restrictions applicable hereunder to the Restricted Shares until the Restricted Shares are either forfeited by Director and transferred to the Company or the restrictions thereon terminate as set forth in this Agreement. If the Restricted Shares with respect to which such dividend or distribution was paid or made are forfeited by Director pursuant to the provisions hereof, then Director shall not be entitled to receive such dividend or distribution and such dividend or distribution shall be forfeited and transferred to the Company. If the restrictions that imposed a substantial risk of forfeiture applicable to the Restricted Shares with respect to which such dividend or distribution was paid or made terminate in accordance with the provisions of this Agreement, then Director shall be entitled to receive such dividend or distribution with respect to such shares, without interest, and such dividend or distribution shall be delivered to Director as soon as practicable (but in no event later than sixty (60) days) after the termination of such restrictions.

4. Reclassification of Shares. 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 reclassification or change (including the right to receive cash or other property) of the Restricted 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), the Board of Directors may provide that the Restricted Shares 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.

5. Assignment. The Company may assign all or any portion of its rights and obligations under this Agreement. The Award, the Restricted Shares and the rights and obligations of Director under this Agreement may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by Director other than by will or the laws of descent and distribution.

 

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6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Director, and Director’s heirs, devisees, executors, administrators and personal representatives.

7. Notices. All notices required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) transmitted by first class registered or certified United States mail, postage prepaid, return receipt requested, (iii) sent by prepaid overnight courier service, or (iv) sent by telecopy or facsimile transmission, answer back requested, to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith. Such notices shall be effective (i) if delivered personally or sent by courier service, upon actual receipt by the intended recipient, (ii) if mailed, upon the earlier of five days after deposit in the mail or the date of delivery as shown by the return receipt therefor, or (iii) if sent by telecopy or facsimile transmission, when the answer back is received. The Company or Director may change, at any time and from time to time, by written notice to the other, the address that the Company or Director had theretofore specified for receiving notices. Until such address is changed in accordance herewith, notices under this Agreement shall be delivered or sent (i) to Director at Director’s address as set forth in the records of the Company, or (ii) to the Company at the principal executive offices of the Company clearly marked “Attention: Lee Robison”.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws.

9. Further Assurances. Director agrees to execute such additional instruments and to take all such further action as may be reasonably requested by the Company to carry out the intent and purposes of this Agreement.

10. Subject to Plan. The Award, the Restricted Shares and this Agreement are subject to all of the terms and conditions of the Plan as amended from time to time. In the event of any conflict between the terms and conditions of the Plan and those set forth in this Agreement, the terms and conditions of the Plan shall control. Capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan.

11. Descriptive Headings and References. The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

12. Electronic Documentation. Any provision of this Agreement to the contrary notwithstanding, provisions in this Agreement setting forth a requirement for delivery of a written notice, agreement, consent, acknowledgement, or other documentation in

 

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writing, including a written signature, may be satisfied by electronic delivery of such notice, agreement, consent, acknowledgement, or other documentation, in a manner that the Board of Directors has prescribed or that is otherwise acceptable to the Board of Directors, provided that evidence of the intended recipient’s receipt of the electronic delivery is available to the Board of Directors and that such delivery is not prohibited by applicable laws and regulations.

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS WHEREOF, the Company and Director have executed this Agreement as of the date first written above.

 

 

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Exhibit 10.7

2015 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

OF

NOBLE ENERGY, INC.

2016 STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of                     , by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and                                          (“Director”).

WHEREAS, the Company’s Board of Directors, acting under the 2015 Stock Plan for Non-Employee Directors of Noble Energy, Inc. as amended and restated effective October 20, 2015 (the “Plan”), has determined that it is desirable to grant an option to purchase shares of Common Stock to Director, who is a Non-Employee Director of the Company;

NOW, THEREFORE, it is agreed as follows:

1. Grant of Option, Option Period and Terms of Exercise of Option. Subject to the terms and conditions hereinafter set forth, the Company hereby grants to Director the option to purchase              shares of Common Stock at the price of $             per share. This option shall be exercisable for a period commencing one year from the date of this Agreement and terminating on the expiration of ten years from the date of this Agreement; provided, however, that:

(a) If Director experiences a Termination for Cause, this option shall automatically terminate and be of no further force or effect as of the date Director’s directorship terminated;

(b) If Director dies or becomes disabled (within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended, as determined by the Board of Directors in its discretion) while a member of the Board of Directors, or Director ceases to be a regular member of the Board of Directors because of age in accordance with the mandatory retirement provisions of Article III of the By-Laws of the Company, this option shall become exercisable in full and may be exercised prior to the earlier of (i) the expiration of five years after such death or disability, or (ii) the expiration of the exercise period applicable to this option, but not thereafter, by Director, the executor or administrator of the estate of Director, or by the person or persons who shall have acquired this option by bequest or inheritance or permitted transfer, as the case may be;

(c) If the directorship of Director terminates within the exercise period applicable to this option for any reason other than a reason specified in subparagraphs (a), (b) and (d) of this paragraph 1, this option may be exercised, to the extent Director was able to do so at the date of termination of the directorship, prior to the earlier of (i) the expiration of five years after such termination, or (ii) the expiration of the exercise period applicable to such Option, but not thereafter; or

(d) In accordance with the provisions of Section 6.01 of the Plan, in the event of a Change in Control while Director is a member of the Board of Directors, followed by the involuntary termination of Director’s membership on the Board of Directors, including a failure to re-nominate Director for election to the Board of Directors, for reasons other than a Termination for Cause within the 24-month period following the date of such Change in Control, this option shall become exercisable in full and may be exercised prior to the expiration of the exercise period applicable to this option, but not thereafter.

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This option is a nonqualified stock option and will not be treated as an incentive stock option qualified under Section 422 of the Internal Revenue Code of 1986, as amended.

3. Agreement of Director Regarding Directorship. Director hereby agrees to continue to serve the Company as a director for a period of at least one year from the date hereof at the retainer rate and fee schedule in effect as of the date hereof or at such changed rate or schedule as the Company from time to time may establish, unless Director dies or becomes disabled or subject to the mandatory retirement provisions of Article III of the By-laws of the Company.

4. Requirement of Directorship. Except as provided in paragraph 1 hereof, the option granted hereby may not be exercised unless Director is at the time of exercise serving as a member of the Board of Directors.

5. Exercise of Option. This option may be exercised by written notice signed by Director and delivered to the President of the Company or sent by United States registered or certified mail, postage prepaid, addressed to the Company (for the attention of its President) at its corporate office in Houston, Texas. Such notice shall state the number of shares as to which the option is exercised and shall be accompanied by the full amount of the purchase price of such shares in accordance with Section 3.02(d) of the Plan. Any such notice shall be deemed given on the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as above-stated. Promptly after demand by the Company, Director shall pay to the Company an amount equal to any applicable withholding taxes due in connection with the exercise of this option. Payment of the purchase price of the shares and payment of any applicable withholding taxes can be accomplished under the broker-assisted exercise program administered by the Company’s designee, if any, then in effect.

6. Delivery of Certificates Upon Exercise of Options. Delivery of a certificate or certificates representing the purchased shares of common stock of the Company shall be made promptly after receipt of notice of exercise and payment of the purchase price and the amount of any withholding taxes to the Company, if required, provided that the Company shall have such time as it reasonably deems necessary to qualify or register such shares under any law or governmental rule or regulation or list such shares on any exchange that it deems desirable or necessary.

 

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7. Adjustments Upon Change in Common Stock. In the event that before delivery by the Company of all the shares in respect of which this option is hereby granted, the Company shall have effected a common stock split or dividend payable in common stock, or the outstanding common stock of the Company shall have been combined into a smaller number of shares, the shares still subject to the option hereby granted shall be increased or decreased to reflect proportionately the increase or decrease in the number of shares outstanding, and the purchase price per share shall be decreased or increased so that the aggregate purchase price for all the then optioned shares shall remain the same as immediately prior to such split, dividend or combination. In the event of a reclassification of stock not covered by the foregoing, or in the event of a liquidation or reorganization, including a merger, consolidation or sale of assets, it is agreed that the Board of Directors shall make such adjustments, if any, as it may deem appropriate in the number, purchase price and kind of shares still subject to the option hereby granted.

8. Transferability. The option evidenced hereby is not transferable by Director other than (i) by will or the laws of descent and distribution or (ii) to a Permitted Transferee in accordance with the provisions of the Plan.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws.

10. Subject to Plan. This Agreement and the option evidenced hereby are subject to all of the terms and conditions of the Plan as amended from time to time. In the event of any conflict between the terms and conditions of the Plan and those set forth in this Agreement, the terms and conditions of the Plan shall control. Capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan.

11. Electronic Documentation. Any provision of this Agreement to the contrary notwithstanding, provisions in this Agreement 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, acknowledgement, or other documentation, in a manner that the Board of Directors has prescribed or that is otherwise acceptable to the Board of Directors, provided that evidence of the intended recipient’s receipt of the electronic delivery is available to the Board of Directors and that such delivery is not prohibited by applicable laws and regulations.

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

 

DIRECTOR:

<<Name>>

 

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