Common use of Positions and Duties Clause in Contracts

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (ai) During the Employment TermPeriod, the Company agrees to employ the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect agrees to serve as an employee of the Company and as an employee of one or any affiliated company at any more of its subsidiaries. The Executive shall perform such duties and responsibilities, in such capacity and with such authority, for the Company (or one or more of its subsidiaries) as the Company may designate from time during to time. Such duties shall be of a type for which the 120-day period immediately preceding Executive is suited by background, experience and training, in the Effective DateCompany’s reasonable discretion. (bii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s his full time, skill professional attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, Company and in furtherance of to perform the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except hereunder. During the Employment Period it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (iA) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (ivC) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest and are consistent with the business of the Company or an affiliated companyCompany’s policies. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period Affiliate immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesAffiliates, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company Affiliate in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companyAffiliate. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies Affiliates prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesAffiliates. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on for the business of the Company and its affiliated companies Affiliates to an the extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies Affiliates in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (ai) During the Employment TermPeriod, (A) the Executive’s position (including statusposition, offices, titles duties and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or held, exercised by or and assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date.Date (it being understood that changes in reporting relationships or offices shall not necessarily constitute a material change in position, duties or responsibilities) and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location; and (bii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesCompany and, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretohereunder, except to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (iA) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (ivC) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companyAgreement. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of the activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s 's position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s 's full time, skill and attention, and the Executive’s 's reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble Noble-Cayman (the “Noble "Noble-Cayman Board”"), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Noble-Cayman Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s 's employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s 's employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Noble-Cayman and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s 's business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble Noble-Switzerland (the “Noble Noble-Switzerland Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Noble-Switzerland Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Noble-Switzerland and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s Executive shall serve in the position provided on Exhibit A and report to the board of directors of Company and the Noble-Cayman Board (including status, offices, titles defined below) and reporting requirements), shall have the duties, functions, responsibilities and authority shall attendant with such position and such other duties, functions, responsibilities and authority that may be at least assigned by the Board and the Noble-Cayman Board from time to time commensurate in all material respects with the most significant of those held or exercised by or assigned to Executive’s position with the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective DateCompany. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval (not to be unreasonably withheld) of the Board of Directors of Noble Noble-Cayman (the “Noble Noble-Cayman Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Noble-Cayman Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companycompany and will not breach any of the Executive’s obligations hereunder. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiescompanies and will not require prior approval, provided the Executive has made the Company aware of such activities prior to the Effective Date. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Noble-Cayman and is less than 50 fifty (50) miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective DateDate (excluding any reduction in travel on account of the COVID-19 pandemic) and further subject to any limitations or restrictions as a result of the COVID-19 pandemic on travel to Executive’s principal place of performance or other business travel. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble Noble-London (the “Noble Noble-London Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Noble-London Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Noble-London and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority 's positions shall be at least commensurate in all material respects Chairman and Chief Executive Officer of the Company. The Executive's responsibilities shall be carried out with the most significant advice and counsel of those held or exercised by or assigned the Company's Board of Managers (the "Board") and shall include, but shall not be limited to the Executive in respect following: (i) formulating and executing the Company's business strategy; (ii) providing senior level counsel as to the business and operations of the Company or any affiliated company at any time during Company; (iii) directing the 120day-to-day period immediately preceding management of the Effective DateCompany's affairs; (iv) representing the Company in relationships and business dealings within the financial services industry; and (v) participating in and supporting the activities of the Board. The Executive shall be a member of the Board and report directly to the Board. (b) During the Employment Term, the Executive shall devote the Executive’s his full time, skill business time and attention, and the Executive’s reasonable best efforts, during normal business hours attention to the business and affairs of the CompanyCompany and its affiliated companies (as defined below), and in furtherance of shall utilize the business and affairs of its affiliated companies, to the extent necessary Executive's best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretoExecutive, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disabilityillness; provided, however, that the Executive may (i) serve on non-profit industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate up to two (2) boards or committeescommittees of for-profit entities, (iii) deliver lectures, lectures and fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, such activities will not, in the good faith reasonable judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood hereby acknowledged and agreed that, to during the extent that any such activities have been conducted by Employment Term, the Executive during may serve on the board of directors or equivalent supervisory board of the Asset Management Entities (as defined in the Purchase Agreement), but may not otherwise participate in or manage the affairs or business of such entities. As used in this Agreement, the term "affiliated company" or "affiliate" shall include any entity or person controlled by, controlling, or under common control with the Company; provided, however, that such term shall not include any entity that is affiliated with the Company solely because such entity is controlled by any of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesBuyers. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and in consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment TermPeriod, the Executive’s position (including statusExecutive shall serve as the Senior Vice President, officesNon-Agency Portfolio of the Company. As such, titles and reporting requirements), duties, functions, the Executive shall have the responsibilities and authority shall authorities customary for persons holding such positions and such other duties as may be at least commensurate in all material respects with reasonably designated to Executive by the most significant of those held or exercised by or assigned to the Executive in respect Chief Investment Officer of the Company or any affiliated company at any time during an executive of comparable seniority as designated by the 120-day period immediately preceding the Effective DateCompany. (b) During the Employment TermPeriod, the Executive shall (i) report directly to the Chief Investment Officer of the Company and (ii) observe and comply with all lawful policies, directions and instructions of the Chief Investment Officer of the Company or the Board that are consistent with this paragraph 3. At the Company’s request and instruction, Executive shall, in lieu of reporting to the Chief Investment Officer, instead report to and receive instruction from an executive of the Company with comparable seniority. (c) During the Employment Period, the Executive shall (i) devote substantially all of the Executive’s full business time, attention, skill and attention, efforts to the faithful and efficient performance of the Executive’s duties hereunder (except for permitted vacation periods and reasonable best effortsperiods of illness or other incapacity) and (ii) not accept employment with any Person other than with the Company. Notwithstanding the foregoing, during normal business hours to the business and affairs Executive may engage in the following activities so long as they do not interfere in any material respect with the performance of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the Executive’s duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may hereunder: (iA) serve on industry-relatedcorporate (if approved by the Board, civic such approval not to be unreasonably withheld), civic, religious, educational or charitable boards or committees, committees or (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (ivB) manage the Executive’s personal investments. (d) During the Employment Period, so long as such activities do not significantly interfere with the performance and fulfillment of Executive shall perform the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, principally in the case of the activities described in clause (ii) of this provisoBethesda, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesMaryland area. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the ExecutiveEmployee’s position (including status, offices, titles and reporting requirements), dutiesauthority, functions, duties and responsibilities and authority shall be at least remain commensurate in all material respects with the most significant of those held or held, exercised by or and assigned to the Executive in respect as of the Company Effective Date and the Employee’s services shall be performed at Employer’s current location or any affiliated company only at any time during the 120-day period immediately preceding the Effective Date. other main office or location of Company within thirty (b30) miles from such location. During the Employment Term, and excluding any periods of vacation and sick leave to which the Executive shall Employee is entitled, the Employee agrees to devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, during normal business hours time to the business and affairs of the Company, and in furtherance of to discharge the business and affairs of its affiliated companies, responsibilities assigned to the extent necessary Employee hereunder and to discharge perform faithfully and efficiently such responsibilities. Further, the Employee shall serve, when elected, as a director of the Company, as a director or officer of any subsidiary of the Company, as a member of any committee of any such Board of Directors to which he may be appointed, and the Employee shall perform such other duties and responsibilities delegated and assigned commensurate with his office, as the Board of Directors may from time to time assign. During the Executive herein or pursuant hereto, except Term it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due the Employee to illness or other disability; provided, however, that the Executive may (i) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, lectures and fulfill speaking engagements or teach at educational institutions, and (iviii) manage the Executive’s personal investments, investments for so long as such activities do not significantly materially interfere with the performance and fulfillment of the ExecutiveEmployee’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement; provided that such civic services, volunteer work or lectures shall not interfere with Employee’s duties to the Company, as set forth in this Agreement, and that Employee shall maintain his or her obligations of confidentiality as set forth in this Agreement andat all times during any such civic services, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual volunteer work or potential conflict of interest with the business of the Company or an affiliated companyspeaking engagements. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies Employee prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the ExecutiveEmployee’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (ai) During the Employment TermPeriod, the Company agrees to employ the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect agrees to serve as an employee of the Company and as an employee of one or any affiliated company at any more of its subsidiaries. The Executive shall perform such duties and responsibilities, in such capacity and with such authority, for the Company (or one or more of its subsidiaries) as the Company may designate from time during to time. Such duties shall be of a type for which the 120-day period immediately preceding Executive is suited by background, experience and training, in the Effective DateCompany's reasonable discretion. (bii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s his full time, skill professional attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, Company and in furtherance of to perform the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except hereunder. During the Employment Period it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (iA) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (ivC) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest and are consistent with the business of the Company or an affiliated companyCompany's policies. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (ai) During the Employment TermPeriod, (A) the Executive’s position (including status's position, offices, titles duties and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or held, exercised by or and assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date.Date (it being understood that changes in reporting relationships or offices shall not necessarily constitute a material change in position, duties or responsibilities) and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location; and (bii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesCompany and, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretohereunder, except to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (iA) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (ivC) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companyAgreement. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of the activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s 's position (including status, offices, titles titles, and reporting requirements), duties, functions, responsibilities responsibilities, and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any and its affiliated company companies at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s 's full time, skill skill, and attention, attention and the Executive’s 's reasonable best efforts, efforts during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s 's employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s 's employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s 's business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s 's position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects Chief Executive Officer and President. The Executive's responsibilities shall be carried out jointly with the most significant Chairman of those held or exercised by or assigned the Board and with the advice and counsel of the Board of Directors and shall include, but shall not be limited to assisting the Chairman of the Board with the following: (i) establishing corporate strategies having particular responsibility for finance and the formulation and execution of the Company's merger and acquisition strategy; (ii) providing senior level counsel to the Executive in respect business and operations of the Company; (iii) being involved with the day-to-day management of the Company's affairs; (iv) representing the Company or any affiliated company in relationships and business dealings with the oil and gas industry and the investment banking community where appropriate; and (v) participating in and supporting the activities of the Board of Directors in keeping with the Company's status as a publicly held corporation. The Executive shall report directly to the Board of Directors jointly with the Chairman of the Board of Directors but the Board of Directors may, in its sole and absolute discretion at any time during the 120-day period immediately preceding prior to the Effective DateDate (as defined in Paragraph 10(a) hereof), direct the Executive to thenceforth report directly to the Chairman of the Board and not to the Board of Directors. Notwithstanding anything herein to the contrary the Board of Directors may, at any time, require the Executive to relinquish the title of President in favor of the person then holding the position of Chief Operating Officer of the Company, or being hired for such position, provided that such person did not hold such position as of the date of this Agreement. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill reasonable time and attention, and the Executive’s reasonable best efforts, attention during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiescompanies (as defined below), to the extent necessary and shall utilize Executive's reasonable best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed thatAs used in this Agreement, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company "AFFILIATED COMPANY" shall include any company controlled by, controlling, or its affiliated companies prior to the Effective Date consistent under common control with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with The Executive will maintain an office and his full time residence in Ottawa, Canada from which his regular duties and responsibilities may be conducted from time to time on behalf of the Executive’s employment hereunder, the Company. The Executive shall be based at spend a reasonable amount of time in the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the Dallas headquarters of the Company or Noble as appropriate. Notwithstanding the foregoing, the Board may, upon 90 days notice, require the Executive to move his residence to the Dallas area and thenceforth to carry out his regular, full-time duties from the Company's Dallas headquarters. For greater certainty, it is less than 50 miles from such location, subject, however, to required travel on the business of acknowledged and agreed that the Company and its affiliated companies will not pay or be responsible for the Ottawa office expenses following the time at which the Executive moves to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective DateDallas or is terminated. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-industry- related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble Noble-London (the “Noble Noble-London Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Noble-London Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Noble-London and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During While employed hereunder, Franxx xxxll serve as a director, Chairman and CEO of Holdings and shall have and may exercise all of the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), dutiespowers, functions, duties and responsibilities normally attributable to such positions, including (without limitation) such duties and authority shall be at least commensurate responsibilities as are set forth with respect to such positions in all material respects with the most significant certificate of those held or exercised by or assigned incorporation and bylaws (as from time to the Executive time in respect effect) of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective DateHoldings. (b) While employed hereunder, Franxx xxxll serve as Chairman of AWA and shall have and may exercise all of the powers, functions, duties and responsibilities normally attributable to such position, including (without limitation) such duties and responsibilities as are set forth with respect to such position in the certificate of incorporation and bylaws (as from time to time in effect) of AWA. (c) While employed hereunder, Franxx xxxll serve as Chairman of Leisure and shall have and may exercise all of the powers, functions, duties and responsibilities normally attributable to such position, including (without limitation) such duties and responsibilities as are set forth with respect to such position in the certificate of incorporation and bylaws (as from time to time in effect) of Leisure. (d) Franxx xxxll have such additional duties and responsibilities commensurate with the positions referred to above as from time to time may be reasonably assigned to him by the Board. (e) While employed hereunder, Franxx xxxll report directly and exclusively to the Board and shall observe and comply with all lawful policies, directions and instructions of the Board which are consistent with paragraphs (a), (b) and (c) above. (f) During the Employment TermPeriod, (i) the President of Holdings, the Executive President and CEO of AWA, and the President and CEO of Leisure shall report directly to Franxx, (xi) the chief operating officer, the chief financial officer, the chief legal officer and the chief public affairs officer of Holdings shall, unless otherwise directed by the Board, report directly to Franxx, xxd (iii) the chief financial officer, the chief corporate affairs officer, the chief legal officer and the chief public affairs officer of AWA shall, unless other directed by Franxx xx the Board, report jointly to Franxx xxd the CEO of AWA. (g) Employers agree to use their reasonable best efforts to cause Franxx xx be elected or appointed, or re-elected or re-appointed, as director of each Employer at all times during the Employment Period. (h) While employed hereunder, Franxx xxxees to devote the Executive’s full a reasonable portion (which need not constitute a substantial portion) of his business time, attention, skill and attention, and the Executive’s reasonable best efforts, during normal business hours efforts to the business faithful and affairs efficient performance of the Companyhis duties hereunder as Chairman and CEO of Holdings, as Chairman of AWA and in furtherance as Chairman of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disabilityLeisure; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company Franxx xxx engage in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.the

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects Chief Technical Officer [COO?] of the Company. The Executive’s responsibilities shall be carried out with the most significant of those held or exercised by or assigned to the Executive in respect advice and counsel of the Company or any affiliated company at any time during CEO and the 120Company’s board of Directors (the “Board”) and shall include directing the day-to-day period immediately preceding management of the Effective DateCompany’s technical affairs. The Executive shall remain as chairman of the Board. (b) During the Employment Term, the Executive shall devote also serve as the Company’s interim Chief Operations Officer until such time as the Company hires a Chief Operations Officer. The Executive’s full time, skill responsibilities shall be carried out with the advice and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs counsel of the Company, ’s CEO and in furtherance Board and shall include directing the day-to-day management of the business and affairs of its affiliated companiesCompany’s operational affairs. (c) During the Employment Term, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary shall devote his full business time and customary periods of vacation and absence due attention to illness or other disabilitydischarging his duties hereunder; provided, however, that the Executive may (i) serve on industrythe board of or as an advisor to other for profit or non-related, civic or charitable boards or committeesprofit entities, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, lectures and fulfill speaking engagements or teach at educational institutions, and (iviii) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (iii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted will be conditioned upon consent by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective DateBoard. (d) Executive shall at all times comply with, and be subject to, such reasonable policies, procedures, rules and regulations as the Employer may establish and in effect from time to time, (collectively, the “Policies”). (e) As used in this Agreement, the term “affiliated company” or “affiliate” shall include any entity or person controlled by, controlling, or under common control with the Company. All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and in consideration for the compensation provided for herein.

Positions and Duties. (a) During While employed hereunder, Employee shall serve as the Employment TermPresident of the Company, and shall have and may exercise all of the Executive’s position (including status, offices, titles and reporting requirements), dutiespowers, functions, duties and responsibilities normally attributable to such office, including (without limitation) such duties and authority responsibilities as are set forth with respect to such office in the Company's Certificate of Incorporation and By-laws (as from time to time in effect). Employee shall have such additional duties and responsibilities commensurate with such offices as from time to time may be at least commensurate in all material respects with the most significant of those held or exercised by or reasonably assigned to him by the Executive in respect Board of Directors. While employed hereunder, Employee shall (i) report directly to the Board of Directors of the Company or any affiliated company at any time during and (ii) observe and comply with all lawful policies, directions and instructions of the 120-day period immediately preceding Board of Directors which are consistent with the Effective Dateforegoing provisions of this paragraph (a). (b) During The Company agrees to use its reasonable best efforts to cause Employee to be elected or appointed, or re-elected or re-appointed, as a member of the Employment Board of Directors and a member of its Executive Committee (if such a committee exists), at all times during the Term. (c) While employed hereunder, the Executive Employee shall (i) devote the Executive’s full substantially all of his business time, attention, skill and attention, and the Executive’s reasonable best efforts, during normal business hours efforts to the business faithful and affairs efficient performance of his duties hereunder and (ii) not accept employment with any Person other than with the Company. Notwithstanding the foregoing, and Employee may engage in furtherance the following activities so long as they do not interfere in any material respect with the performance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the Employee's duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may hereunder: (i) serve on industry-relatedcorporate, civic civic, religious, educational or charitable boards or committees, committees and (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s his personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that While employed hereunder, Employee shall conduct himself in such a manner as not to knowingly prejudice, in any material respect, the Executive may render to reputation of the Company in the fields of business in which it is engaged or any of its affiliated companies in any capacity during with the Employment Term shall be deemed to be services required by this Agreement and consideration for investment community or the compensation provided for hereinpublic at large.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect remainder of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote serve as President—International Division of SPG Inc., and its affiliates and shall report directly to the Co-Chairmen of the Board or the Chief Executive Officer ("CEO") of SPG Inc. In connection therewith, the Executive’s full time, skill and attention's principal focus shall be to assist, and be primarily responsible for, the Company's efforts to acquire, operate, finance, supervise and monitor one or more investments of SPG Inc. and its affiliates in companies or assets located outside of the United States, and to otherwise assist in the operation of SPG Inc. and its affiliates in a manner determined from time-to-time by the CEO or the Board of Directors of SPG Inc. In addition, the Executive has been appointed, and shall continue to serve, as an "Advisory Director" of that Board of Directors for the remainder of the Term, subject to the By-Laws of SPG Inc. Notwithstanding the foregoing, the Executive may engage in the following activities (and shall be entitled to retain all economic benefits thereof including fees paid in connection therewith) as long as they do not (without the approval of SPG Inc.) substantially interfere with the performance of the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the 's duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may hereunder: (i) serve on industry-relatedcorporate, civic or civic, religious, educational and/or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill fulfil speaking engagements or teach on a part-time basis at educational institutions, institutions and (iviii) make investments in businesses or enterprises and manage the Executive’s his personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company investments in accordance with this Agreement and, in SPG Inc.'s Code of Business Conduct and Ethics Policy. The parties acknowledge that the case Executive's participation (and continuing participation) as a director of the activities described in clause commercial corporations listed on Schedule I attached hereto (iias modified by the terms of Paragraphs 10 and 11 below) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted approved by SPG Inc. Notwithstanding the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunderabove, the Executive shall not be based at the location where the Executive was regularly employed immediately prior required to the Effective Date perform any duties and responsibilities which would be likely to result in a non-compliance with or violation of any office which is the headquarters of the Company applicable law or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Dateregulation. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment TermPeriod, the Executive’s position Executive shall (including statusi) serve as the (A) Chief Executive Officer of the Company, offices, titles and reporting requirements(B) Chairman of the Board of Directors of the Company (the “Company Board”), duties(C) Vice-Chairman of the Purchaser and (D) Chairman of the Purchaser’s Executive Committee, functionswith such authority, power, duties and responsibilities and authority shall be at least as are commensurate in all material respects with the most significant of those held or positions set forth in clauses (A) and (B) and as are customarily exercised by or a person holding such positions in an organization of a similar size and nature, and with respect to the positions set forth in clauses (C) and (D), with the authority, power, duties and responsibilities as may be assigned to the Executive in respect by the Chairman of the Purchaser from time to time; (ii) report directly to the Board of Directors of the Purchaser (the “Purchaser Board”) and the Company or any affiliated company Board; and (iii) perform his duties at any time during the 120-day period immediately preceding Company’s headquarters in Dallas, Texas. The Purchaser Board shall appoint the Effective DateExecutive to the positions specified above at the times specified above throughout the Employment Period. (b) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s full time, skill substantially all of his attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to serving in the business positions described in Section 3(a) above and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge shall perform his duties faithfully and efficiently efficiently. Notwithstanding the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretoforegoing provisions of this Section 3(b), except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industryas a director, trustee or officer or otherwise participate in not-relatedfor-profit educational, welfare, social, religious and civic or charitable boards or committees, organizations; (ii) serve as a director of any for-profit business, with the approval prior consent of the Purchaser Board of Directors of Noble (the “Noble Board”which consent shall not be unreasonably withheld), serve on corporate boards or committees, ; and (iii) deliver lectures, fulfill speaking engagements acquire passive investment interests in one or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed thatmore entities, to the extent that any such other activities have been conducted by the Executive during the term of the Executive’s employment by the Company do not inhibit or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of his duties under this Agreement or, to the knowledge of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection , conflict in any material way with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date business or any office which is the headquarters policies of the Company or Noble and is less than 50 miles from such locationPurchaser, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any affiliate thereof. In the event that Executive is serving as a director of its affiliated companies or otherwise participating in any capacity during not-for-profit entity that does not inhibit or interfere with the Employment Term performance of his current duties and does not conflict in any material way with the business or policies of the Purchaser, the Executive may continue to conduct such activities. As used in this Agreement, the term “affiliates” shall be deemed to be services required by this Agreement and consideration for include any company controlled by, controlling or under common control with the compensation provided for hereinCompany or the Purchaser.

Positions and Duties. (a) During Throughout the Employment TermPeriod, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority Executive shall be at least commensurate the Associate General Counsel and a Senior Vice President of Unified. The Executive shall render legal and administrative services to Unified as are customarily performed by persons situated in all material respects with similar executive legal positions including, among other things, retention and oversight of inside and outside legal counsel for Unified and the most significant other members of those held the Unified Group, and may have such other powers or exercised authority as may from time to time be prescribed by the Board or assigned any other executive officer of Unified or any other member of the Unified Group (collectively, "Positions and Duties"). The Executive shall report to the Executive in respect General Counsel of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective DateUnified. (b) During Throughout the Employment TermPeriod (but excluding any periods of vacation and sick leave to which he is entitled), the Executive shall devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, Unified and in furtherance of the business and affairs of its affiliated companies, shall use his reasonable best efforts to the extent necessary to discharge perform faithfully and efficiently the duties and such responsibilities delegated and as are assigned to him under or in accordance with this Agreement; provided that, it shall not be a violation of this paragraph for the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to: (i) serve on industry-relatedcorporate, civic or charitable boards or committees, ; (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards deliver lectures or committees, fulfill speaking engagements; (iii) deliver lectures, fulfill speaking engagements manage personal investments for the Executive's own account or teach at educational institutions, and those of family members; or (iv) manage render legal services in an "of counsel" or similar role to or for the Executive’s personal investmentsbenefit of Persons who are not members of the Unified Group, so long as such activities described in clauses (i) through (iv) do not significantly materially interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities as an employee a senior executive officer of the Company or an affiliated company Unified in accordance with this Agreement and, in the case Agreement. The parties agree that an "of the activities described in clause (ii) of this proviso, counsel" or similar relationship will not, in the good faith judgment of the Noble Board, constitute an actual be beneficial to Unified and will not conflict with Executive's Positions or potential Duties and will not present a conflict of interest with the business of the Company to Executive or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesUnified. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s 's position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects Chairman of the Board. As such, the Executive's responsibilities will include, but not be limited to (i) establishing and directing corporate strategies with the most significant of those held or exercised by or assigned to the Executive in respect advice and counsel of the Chief Executive Officer and the Board of Directors, (ii) being involved with the overall management of the Company's business, including, without limitation, operations, finance and administration, by providing senior level counsel and direction, (iii) along with the Chief Executive Officer, where appropriate, representing the Company or any affiliated company at any time during in relationships and business dealings with the 120-day period immediately preceding oil and gas industry and the Effective Dateinvestment banking community, and (iv) managing the activities of the Board of Directors in keeping with the Company's status as a publicly held corporation. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill reasonable time and attention, and the Executive’s reasonable best efforts, attention during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiescompanies (as defined below), to the extent necessary and shall utilize Executive's reasonable best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed thatAs used in this Agreement, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company "AFFILIATED COMPANY" shall include any company controlled by, controlling, or its affiliated companies prior to the Effective Date consistent under common control with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s 's employment hereunder, the Executive shall be primarily based at the location where the Executive was regularly employed immediately prior to the Effective Date Company's existing headquarters located in Dallas, Texas or any office which is the headquarters of the Company or Noble and is less than 50 10 miles from such location, subject, however, to required normal and customary travel on the business of the Company. It is expressly understood and agreed that the Executive will maintain a secondary office at his home in Colorado form which his duties and responsibilities may be conducted on behalf of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations primarily during the three-year period immediately preceding summer months and from time to time during the Effective Datecalendar year. The Company agrees to furnish such office equipment and supplies as the Executive may reasonably require and to pay all expenses attributable to the Company's business associated therewith. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a1) During the Employment Term, the Executive’s 's position (including status, offices, titles titles, and reporting requirements), duties, functions, responsibilities responsibilities, and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any and its affiliated company companies at any time during the 120-day period immediately preceding the Effective Date. (b2) During the Employment Term, the Executive shall devote the Executive’s 's full time, skill skill, and attention, attention and the Executive’s 's reasonable best efforts, efforts during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s 's employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities to the Company and its affiliated companiesCompany. (c3) In connection with the Executive’s 's employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s 's business travel obligations during the three-year period immediately preceding the Effective Date. (d4) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) a During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) . b During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble Paragon Offshore (the “Noble Paragon Offshore Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Paragon Offshore Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) . c In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Paragon Offshore and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) . d All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, 1.1 The Company hereby appoints the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant as of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full timedefined below, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business position of Ormat Technologies and affairs Ormat Systems Chief Executive Officer (the “Position”), which shall include all of the duties, authorities and responsibilities customarily exercised by an individual serving as the CEO of companies of the size and nature of the Company. The Executive shall report to the Board. 1.2 In addition, and in furtherance Executive may be required to serve as a director or officer of another company which is part of the business company group (i.e. subsidiaries and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval affiliates of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiCompany) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, Executive shall have the authority, functions, duties and responsibilities, as from time to time may be stipulated by the Board and as otherwise required by applicable law; Executive shall not receive any additional compensation for serving in such additional positions or for fulfilling such other duties other than those amounts expressly set forth herein. The parties hereto warrant and confirm that the Executive’s employment in the Position shall commence on July 1, 2020 (the “Effective Date”). The provisions of this Agreement shall apply to the parties as of the Effective Date. For avoidance of any doubt it is hereby clarified that the Executive’s employment has commenced on April 2, 2013 and is continued continuously according to this Agreement; accordingly, Executive’s seniority shall be calculated as of April 2, 2013. 1.3 The Executive represents that he has the requisite skills and knowledge to perform his duties, responsibilities and obligations under this Agreement. 1.4 In the event that the Executive discovers that he or to the best of his knowledge, a member of his immediate family, has, or might have at some point in the future, any direct or indirect personal interest in any of the Company's business, or a conflict of interest with his employment duties and functions, the Executive shall be based immediately inform the Board upon such discovery. 1.5 The Executive shall not receive any payment and/or benefit from any third party, directly or indirectly, in connection with his employment. 1.6 The Executive hereby undertakes to comply with all Company disciplinary regulations, work rules, policies, procedures and objectives, as in effect from time to time, including without limitation, the Company’s Code of Business Conduct and Ethics, Code of Ethics for Senior Executives, Anti Bribery and Anti-Corruption Policy, Prevention of Sexual Harassment Rules and Xxxxxxx Xxxxxxx Policy (the “Rules”). 1.7 The Executive shall perform his duties hereunder at Ormat Systems premises in Yavne. The Executive acknowledges and agrees that the location where the Executive was regularly employed immediately prior to the Effective Date or any office which performance of his duties hereunder may require significant domestic and international travel. 1.8 This Agreement is the headquarters of the Company or Noble specific and is less than 50 miles from such location, subject, however, to required travel on the business of the Company personal and its affiliated companies to an extent substantially consistent with exclusively determines the Executive’s business travel obligations during terms of employment and replaces the three-year period immediately preceding First Employment Agreement as of the Effective Date. , other than with respect to: (da) All services that the Executive may render provisions relating to the Company or any applicability of its affiliated companies in any capacity during Section 14 of the Employment Term shall be deemed Severance Pay Law, 5723-1963; and (b) Appendix B - which will continue to be services required by this Agreement and consideration for the compensation provided for hereinin effect.

Positions and Duties. (a) During the Employment Term, the Executive’s Executive shall serve in the position (including status, offices, titles of President and reporting requirements), Chief Executive Officer of the Company and shall have such duties, functions, responsibilities and authority commensurate with such position. The Executive shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned report directly to the Executive in respect Company’s Board of Directors (the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date“Board”). (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours efforts to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesAffiliates, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company Affiliate in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesAffiliate. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such locationin Houston, Texas, subject, however, to required travel on for the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective DateAffiliates. (d) All services that the Executive may render to the Company or any of its affiliated companies Affiliates in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (ai) During the Employment TermPeriod, (A) the Executive’s 's position (including status, offices, titles and reporting requirements), dutiesauthority, functions, duties and responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or held, exercised by or and assigned to the Executive in respect of the Company or any affiliated company at any time during the 12090-day period immediately preceding the Effective DateDate and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 50 miles from such location. (bii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, and in furtherance of Company and/or the business and affairs of its affiliated companiesSubsidiary and, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretohereunder, except to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (iA) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, institutions and (ivC) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities as an employee of to the Company or an affiliated company and the Subsidiary in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companyAgreement. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities to the Company and its affiliated companiesor the Subsidiary. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During Following a Change in Control Date, the Employment TermExecutive shall continue to serve in the Executive's then current capacity, subject to the reasonable directions of the Board. The Executive shall thereafter devote the Executive's full working time and attention to such business and affairs of the Company and/or any subsidiary of the Company as directed by the Board, as may be compatible with the Executive's titles and positions. In addition, the Executive’s 's position (including status, offices, titles and reporting requirements), dutiesauthority, functions, duties and responsibilities and authority shall be at least commensurate in all material respects with the most significant of those assigned to, or held or and exercised by or assigned to by, the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective a Change in Control Date. (b) During Following a Change in Control Date and thereafter throughout the Employment TermTerm of this Agreement (but excluding any periods of vacation and sick leave to which the Executive is entitled), the Executive shall devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, Company and in furtherance of shall use the business and affairs of its affiliated companies, Executive's reasonable best efforts to the extent necessary to discharge perform faithfully and efficiently the duties and such responsibilities delegated and as are assigned to the Executive herein under or pursuant heretoin accordance with this Agreement; provided that, except it shall not be a violation of this paragraph for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (i) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”)deliver lectures or fulfill speaking engagements, serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in or violate the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential Company's conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar policy as in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed effect immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the ExecutiveExecutive shall serve in the position of Vice President of Investor Relations of the Company reporting to the Company’s position (including status, offices, titles Chief Executive Officer and reporting requirements), shall have such duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Datesuch position. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesAffiliates, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Company’s Board of Directors of Noble (the “Noble Board”), ) serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company Affiliate in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companyAffiliate. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies Affiliates prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesAffiliates. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such locationCompany, subject, however, to required travel on for the business of investor relations activities for the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective DateCompany. (d) All services that the Executive may render to the Company or any of its affiliated companies Affiliates in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment TermPeriod, the Executive’s position Executive shall serve as the Executive Chair of the Company. As such, the Executive shall: (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall i) serve as the Chair of the Board; (ii) perform the duties that are typically expected to be at least commensurate in all material respects with the most significant of those held or exercised performed by or an Executive Chair as are assigned to the Executive by the Board in respect consultation with the Chief Executive Officer and Chief Investment Officer of the Company or any affiliated company at any time during Company; (iii) as and when reasonably requested, provide consultation and guidance to the 120-day period immediately preceding Chief Executive Officer and Chief Investment Officer of the Effective DateCompany; and (iv) perform such other duties as may be reasonably designated to him by the Board. (b) During the Employment TermPeriod, the Executive shall (i) report directly to the Board and (ii) observe and comply with all lawful policies, directions and instructions of the Board that are consistent with this paragraph 3. (c) During the Employment Period, the Executive shall (i) devote a sufficient amount of the Executive’s full business time, attention, skill and attention, efforts necessary to the faithful and efficient performance of the Executive’s duties hereunder (except for permitted vacation periods and reasonable best effortsperiods of illness or other incapacity) and (ii) not accept employment with any Person other than with the Company. Notwithstanding the foregoing, during normal business hours to the business and affairs Executive may engage in the following activities so long as they do not interfere in any material respect with the performance of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the Executive’s duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may hereunder: (iA) serve on industry-relatedcorporate (if approved by the Board, civic such approval not to be unreasonably withheld), civic, religious, educational or charitable boards or committees, committees or (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (ivB) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment TermPeriod, the Executive’s position (including statusExecutive shall continue to serve, officesin name and in fact, titles as the President and reporting requirements)Chief Executive Officer of the Company and shall have such authority, duties, functionsand responsibilities as are customarily associated with such positions. During the Employment Period, responsibilities it is contemplated that the Executive will be asked to assume the additional position of Chairman of the Board of the Company. In addition, the Executive shall serve, if elected or appointed, as a director or officer of any of the Company's subsidiaries and authority affiliates. During the Employment Period, the Executive shall be at least commensurate in all material respects entitled, but not obligated, to relinquish one or more of his positions with the most significant Company as part of those held or exercised a management succession plan that is approved by or assigned the Board and is acceptable to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective DateExecutive. (b) During the Employment TermPeriod, excluding periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the Company's business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesand, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretounder this Agreement, except for usual, ordinary to use the Executive's reasonable best efforts to perform faithfully and customary periods of vacation and absence due to illness or other disability; provided, however, that the efficiently these responsibilities. The Executive may (i1) serve on industry-relatedcorporate, civic civic, or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii2) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions, (3) manage personal investments, and (iv4) manage the Executive’s personal investmentsundertake any other non-employment activities, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company's responsibilities. It is expressly understood and agreed that, to To the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such these activities (or the conduct of activities similar in nature and scope theretoscope) subsequent to after the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (ai) During the Employment TermPeriod, the Company agrees to employ the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect agrees to serve as an employee of the Company and as an employee of one or any affiliated company at any more of its subsidiaries. The Executive shall perform such duties and responsibilities, in such capacity and with such authority, for the Company (or one or more of its subsidiaries) as the Company may designate from time during to time. Such duties shall be of a type for which the 120-day period immediately preceding Executive is suited by background, experience and training, in the Effective DateCompany’s reasonable discretion. (bii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s her full time, skill professional attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, Company and in furtherance of to perform the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except hereunder. During the Employment Period it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (iA) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (ivC) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest and are consistent with the business of the Company or an affiliated companyCompany’s policies. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During Throughout the Employment TermPeriod, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority Executive shall be at least commensurate the General Counsel and an Executive Vice President of Unified. The Executive shall render legal and administrative services to Unified as are customarily performed by persons situated in all material respects with similar executive legal positions including, among other things, retention and oversight of inside and outside legal counsel for Unified and the most significant other members of those held the Unified Group, and may have such other powers or exercised authority as may from time to time be prescribed by the Board or assigned any other executive officer of Unified or any other member of the Unified Group (collectively, "Positions and Duties"). The Executive shall report to the Chief Executive in respect Officer of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective DateUnified. (b) During Throughout the Employment TermPeriod (but excluding any periods of vacation and sick leave to which he is entitled), the Executive shall devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, Unified and in furtherance of the business and affairs of its affiliated companies, shall use his reasonable best efforts to the extent necessary to discharge perform faithfully and efficiently the duties and such responsibilities delegated and as are assigned to him under or in accordance with this Agreement; provided that, it shall not be a violation of this paragraph for the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to: (i) serve on industry-relatedcorporate, civic or charitable boards or committees, ; (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards deliver lectures or committees, fulfill speaking engagements; (iii) deliver lectures, fulfill speaking engagements manage personal investments for the Executive's own account or teach at educational institutions, and those of family members; or (iv) manage render legal services in an "of counsel" or similar role to or for the Executive’s personal investmentsbenefit of Persons who are not members of the Unified Group, so long as such activities described in clauses (i) through (iv) do not significantly materially interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities as an employee a senior executive officer of the Company or an affiliated company Unified in accordance with this Agreement and, in the case Agreement. The parties agree that an "of the activities described in clause (ii) of this proviso, counsel" or similar relationship will not, in the good faith judgment of the Noble Board, constitute an actual be beneficial to Unified and will not conflict with Executive's Positions or potential Duties and will not present a conflict of interest with the business of the Company to Executive or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesUnified. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.