GUARANTY
Exhibit 10.3
This GUARANTY is made as of October 1, 2005 by NOBLE CORPORATION, a Cayman Islands exempted
company limited by shares (the “Company”), for the benefit of Xxxxx X. Xxxxxxx (the “Executive”);
WITNESSETH:
WHEREAS, Noble Drilling Corporation, a Delaware corporation and an indirect, wholly owned
subsidiary of the Company (“Noble-Delaware”), has entered into an Employment Agreement with the
Executive dated as of the date hereof (the “Employment Agreement”); and
WHEREAS, the Company desires to guarantee the performance by Noble-Delaware of its obligations
under the Employment Agreement, and the Board of Directors of the Company has determined that it is
reasonable and prudent for the Company to deliver this Guaranty and necessary to promote and ensure
the best interests of the Company and its Members;
NOW, THEREFORE, in consideration of the premises, the Company hereby irrevocably and
unconditionally guarantees, as primary obligor, the due and punctual performance by Noble-Delaware
of its agreements and obligations, all and singular, under the Employment Agreement. This Guaranty
shall survive any liquidation of Noble-Delaware or any of its subsidiaries. This Guaranty shall be
governed by and construed in accordance with the laws of the State of Texas.
The obligations of the Company hereunder shall be absolute and unconditional and shall remain
in full force and effect until the termination of the Employment Agreement or the complete
performance by Noble-Delaware of its obligations thereunder, irrespective of the validity,
regularity or enforceability of the Employment Agreement, any change or amendment thereto, the
absence of any action to enforce the same, any waiver or consent by the Executive or Noble-Delaware
with respect to any provision of the Employment Agreement, the recovery of any judgment against
Noble-Delaware or any action to enforce the same, or any other circumstances that may otherwise
constitute a legal or equitable discharge or defense of the Company. The Company waives any right
of set-off or counterclaim it may have against the Executive arising from any other obligations the
Executive may have to Noble-Delaware or the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer as of the date first above set forth.
NOBLE CORPORATION | ||||
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