NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT
Exhibit 10.1
NOBLE CORPORATION
THIS AGREEMENT, made as of the
_____
day of
_____, 201_, by and between NOBLE CORPORATION, a
Swiss corporation (the “Company”), and «First_Name» «MI» «Last_Name» (“Employee”);
W I T N E S S E T H:
WHEREAS, the committee (the “Committee”) acting under the Noble Corporation 1991 Stock Option
and Restricted Stock Plan, as amended (the “Plan”), has determined that it is desirable to award
performance-vested Restricted Stock Units (as defined in the Plan) to Employee pursuant to the
Plan; and
WHEREAS, pursuant to the Plan, the Committee has determined that the performance-vested
Restricted Stock Units so awarded shall be subject to the restrictions, terms and conditions of
this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree
as follows:
1. Performance-Vested Restricted Stock Unit Award. On the terms and conditions and subject to
the restrictions, including forfeiture, hereinafter set forth, the Company hereby awards «PVRSU»
Restricted Stock Units (the “Awarded Restricted Stock Units”) to Employee pursuant to the Plan.
The Awarded Restricted Stock Units are being awarded to Employee effective as of the date of this
Agreement (the “Effective Date”), and shall vest or be forfeited in accordance with (and otherwise
be subject to) the provisions of this Agreement. The Awarded Restricted Stock Units are being
awarded to Employee without the payment of any cash consideration by Employee. The Awarded
Restricted Stock Units shall not be sold, assigned, transferred, discounted, exchanged, pledged or
otherwise encumbered or disposed of by Employee in any manner. The award of Restricted Stock Units
made to Employee pursuant to this Section 1 is hereby designated by the Committee to be a
Performance Award for the purposes of the Plan.
2. Vesting and Forfeiture. The Awarded Restricted Stock Units shall be subject to being
forfeited by Employee during the Restricted Period specified in the attached Schedule I (the
“Restricted Period”), and shall vest in or be forfeited by Employee as follows:
(a) If Employee remains continuously employed by the Company or an Affiliate from the
Effective Date through the end of the Restricted Period, the Awarded Restricted Stock Units
shall vest and the forfeiture restrictions applicable to them under this Agreement shall
terminate to the extent of the percentage of vesting achieved under the performance measure
and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock
Units that do not vest at the end of the Restricted Period shall be forfeited by Employee.
(b) If Employee’s employment with the Company or an Affiliate terminates during the
Restricted Period by reason of the death, Disability or Retirement of Employee, then the
number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted
Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the
number of calendar months remaining in the Restricted Period that end after the date of
Employee’s termination of employment with the Company or an Affiliate by reason of death,
Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by
Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall
vest and the forfeiture restrictions applicable to them under this Agreement shall terminate
at the end of the Restricted Period to the extent of the percentage of vesting achieved
under the performance measure and vesting schedule provisions of the attached Schedule I,
and any of such remaining number of Awarded Restricted Stock Units that do not vest at the
end of the Restricted Period shall be forfeited by Employee.
(c) If Employee’s employment with the Company or an Affiliate terminates during the
Restricted Period for any reason other than the death, Disability or Retirement of Employee,
all of the Awarded Restricted Stock Units shall be forfeited by Employee.
(d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a
409A Change in Control (as defined below) occurs during the Restricted Period, 66.7% of the
then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the
forfeiture restrictions applicable to them under this Agreement shall terminate, and the
remaining 33.3% of the then outstanding Awarded Restricted Stock Units awarded hereunder
shall be forfeited by Employee. For the purposes of this Agreement, a “409A Change in
Control” means a Change in Control (as defined in the Plan) that also is a change in control
event within the meaning of U.S. Treas. Reg. section 1.409A-3(i)(5). The parties expressly
agree that the provisions of this Section 2(d) shall be the exclusive means by which an
Awarded Restricted Stock Unit shall vest in connection with a change in the ownership or
effective control of the Company or a change in the ownership of the assets of the Company,
and that no provision of any plan, employment agreement or other agreement or arrangement
pertaining to Employee and the Company or an Affiliate shall cause an Awarded Restricted
Stock Unit to vest in connection with a change in the ownership or effective control of the
Company or a change in the ownership of the assets of the Company unless this Section 2(d)
is amended in writing by the parties to provide for such vesting.
For the purposes of this Agreement, transfers of employment without interruption of service between
or among the Company and any of its Affiliates shall not be considered a termination of employment.
3. Issuance of Shares. With respect to an Awarded Restricted Stock Unit that vests pursuant
to the provisions of Section 2(a) or Section 2(b) hereof, as soon as practicable after the
percentage of vesting achieved under the performance measure and vesting provisions of the attached
Schedule I has been determined and certified in writing by the Committee and during the period
beginning at the end of the Restricted Period and ending on March 15 following the end of the
Restricted Period, the Company shall issue or transfer to Employee one Share in
settlement of such Awarded Restricted Stock Unit and such Awarded Restricted Stock Unit shall
be canceled. With respect to an Awarded Restricted Stock Unit that vests pursuant to the
provisions of Section 2(d) hereof, as soon as practicable (but in no event later than 30 days)
following the occurrence of a 409A Change in Control, the Company shall issue or transfer to
Employee one Share in settlement of such Awarded Restricted Stock Unit and such Awarded Restricted
Stock Unit shall be canceled.
2
4. No Rights as Shareholder. Employee shall have no rights as a shareholder of the Company,
including, without limitation, voting rights or the right to receive dividends and distributions as
a shareholder, with respect to the Shares subject to the Awarded Restricted Stock Units, unless and
until such Shares are issued or transferred to Employee as provided herein.
5. Cash Dividend and Cash Distribution Equivalent Rights. The Company hereby awards cash
dividend and cash distribution equivalent rights to Employee with respect to the Awarded Restricted
Stock Units. The cash dividend and cash distribution equivalent rights awarded to Employee under
this Section 5 shall entitle Employee to the payment, with respect to each Share that is subject to
an Awarded Restricted Stock Unit that has not been canceled or forfeited, of an amount in cash
equal to the amount of any cash dividend or other cash distribution paid by the Company with
respect to one Share while such Awarded Restricted Stock Unit remains outstanding. Such amount
shall be paid to Employee by Employee’s employer on the date of the payment of the related cash
dividend or cash distribution. The award of cash dividend and cash distribution rights made to
Employee pursuant to this Section 5 is not a Performance Award for the purposes of the Plan.
6. Agreements Regarding Withholding Taxes.
(a) Employee shall make arrangements satisfactory to the Committee for the payment of taxes of
any kind that are required by law to be withheld with respect to the Awarded Restricted Stock Units
or the cash dividend and cash distribution equivalent rights awarded under this Agreement,
including, without limitation, taxes applicable to (i) the awarding of the Awarded Restricted Stock
Units or the issuance or transfer of Shares in settlement thereof, or (ii) the awarding of the cash
dividend and cash distribution equivalent rights or the payments made with respect thereto.
(b) Unless and until the Committee shall determine otherwise and provide notice to Employee in
accordance with Section 6(c) of this Agreement, any obligation of Employee under Section 6(a) of
this Agreement that arises with respect to the issuance or transfer of Shares in settlement of
Awarded Restricted Stock Units that have become vested shall be satisfied by the Company
withholding a portion of such Shares valued at their Fair Market Value as of the date on which the
taxable event that gives rise to the withholding requirement occurs.
(c) The Committee may determine, after the Effective Date and on notice to the Employee, to
authorize one or more arrangements (in addition to or in lieu of the arrangement described in
Section 6(b) of this Agreement) satisfactory to the Committee for Employee to satisfy the
obligation of Employee under Section 6(a) of this Agreement.
(d) If Employee does not, for whatever reason, satisfy the obligation of Employee under
Section 6(a) of this Agreement, then the Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct from any payments of any kind otherwise due to
Employee the amount required to satisfy the obligation of Employee under Section 6(a) of this
Agreement.
3
7. Non-Assignability. This Agreement is not assignable or transferable by Employee. No right
or interest of Employee under this Agreement or the Plan may be assigned, transferred or alienated,
in whole or in part, either directly or by operation of law (except pursuant to a qualified
domestic relations order within the meaning of Section 414(p) of the Code or a similar domestic
relations order under applicable foreign law), and no such right or interest shall be liable for or
subject to any debt, obligation or liability of Employee.
8. Capital Adjustments. If any of the following events shall occur at any time while any of
the Awarded Restricted Stock Units are outstanding, the following adjustments shall be made in the
number of Shares then subject to such Awarded Restricted Stock Units, as determined appropriate by
the Committee:
(a) Share Dividend or Split; Combination. If the Company pays a dividend on its outstanding
Shares in Shares or subdivides its outstanding Shares into a greater number of Shares, the number
of Shares then subject to such Awarded Restricted Stock Units shall be proportionately increased.
Conversely, if the outstanding Shares are combined into a smaller number of Shares, the number of
Shares then subject to such Awarded Restricted Stock Units shall be proportionately reduced. An
adjustment made pursuant to this Section 8(a) shall become effective as of the record date in the
case of a dividend and shall become effective immediately after the effective date in the case of a
subdivision or combination.
(b) Recapitalization or Reorganization. In case of any recapitalization or reclassification
of the Shares, or any merger, demerger, conversion, amalgamation or consolidation of the Company
with or into one or more other corporations, or any sale of all or substantially all the assets of
the Company, as a result of which the holders of the Shares receive other stock, securities or
property in lieu of or in addition to, but on account of, their Shares, the Company shall make or
cause to be made lawful and adequate provision whereby, upon the vesting of such Awarded Restricted
Stock Units after the record date for the determination of the holders of Shares entitled to
receive such other stock, securities or property, Employee shall receive, in addition to or in lieu
of the Shares that are subject to such Awarded Restricted Stock Units so vesting, the shares of
stock, securities or other property which would have been allocable to such Shares had such Awarded
Restricted Stock Units vested immediately prior to such record date (or alternatively, as
determined by the Company in its sole and absolute discretion, an amount in cash equal to the
value, as determined in good faith by the Committee, of any portion of said shares of stock,
securities or other property that the Company determines to provide in the form of cash rather than
in the form of said shares of stock, securities or other property). The subdivision or combination
of Shares at any time outstanding into a greater or smaller number of Shares shall not be deemed to
be a recapitalization or reclassification of the Shares for the purposes of this Section 9(b).
9. Defined Terms; Plan Provisions. Unless the context clearly indicates otherwise, the
capitalized terms used (and not otherwise defined) in this Agreement shall have the meanings
assigned to them under the provisions of the Plan. By execution of this Agreement, Employee
agrees that the Awarded Restricted Stock Units and the cash dividend and cash distribution
equivalent rights awarded under this Agreement shall be governed by and subject to all applicable
provisions of the Plan. This Agreement is subject to the Plan, and the Plan shall govern where
there is any inconsistency between the Plan and this Agreement.
4
10. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas, without regard to the principles of conflicts of
laws thereof, except to the extent Texas law is preempted by federal law of the United States or by
the laws of Switzerland.
11. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors and permitted
assigns.
12. Entire Agreement; Amendment. This Agreement, together with any Schedules and Exhibits and
any other writings referred to herein or delivered pursuant hereto, constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, whether written or oral, between the parties with respect to
the subject matter hereof. To the fullest extent provided by applicable law, this Agreement may be
amended, modified and supplemented by mutual consent of the parties hereto at any time, with
respect to any of the terms contained herein, in such manner as may be agreed upon in writing by
such parties.
13. Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given if directed in the manner specified below, to the parties at the following addresses
and numbers:
(a) If to the Company, when delivered by hand, confirmed fax or mail (registered or certified
mail with postage prepaid) to:
Noble Corporation
Xxxxxxxxxxx 00X
0000 Xxxx
Xxxxxxxxxxx
Attention: Chief Executive Officer
Fax: 000-000-0000
With a copy to:
Chairman of Compensation Committee
c/o Noble Corporation
Xxxxxxxxxxx 00X
0000 Xxxx
Xxxxxxxxxxx
Fax: 000-000-0000
Xxxxxxxxxxx 00X
0000 Xxxx
Xxxxxxxxxxx
Attention: Chief Executive Officer
Fax: 000-000-0000
With a copy to:
Chairman of Compensation Committee
c/o Noble Corporation
Xxxxxxxxxxx 00X
0000 Xxxx
Xxxxxxxxxxx
Fax: 000-000-0000
5
(b) If to Employee, when delivered by hand, confirmed fax or mail (registered or certified
mail with postage prepaid) to:
The address and number, if any, set forth opposite
Employee’s signature below
Employee’s signature below
Either party may at any time give to the other notice in writing of any change of address of the
party giving such notice and from and after the giving of such notice the address or addresses
therein specified will be deemed to be the address of such party for the purposes of giving notice
hereunder.
14. Severability. If any provision of this Agreement is held to be unenforceable, this
Agreement shall be considered divisible and such provision shall be deemed inoperative to the
extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full
force and effect; provided, however, that if any such provision may be made enforceable by
limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable
to the maximum extent permitted by applicable law.
15. Counterparts. This Agreement may be executed by the parties hereto in any number of
counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same agreement. Each counterpart may consist of a number of copies hereof each signed by less
than all, but together signed by all, the parties hereto.
16. Descriptive Headings. The descriptive headings herein are inserted for convenience of
reference only, do not constitute a part of this Agreement, and shall not affect in any manner the
meaning or interpretation of this Agreement.
17. Gender. Pronouns in masculine, feminine and neuter genders shall be construed to include
any other gender, and words in the singular form shall be construed to include the plural and vice
versa, unless the context otherwise requires.
18. References. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and
words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. Whenever the words “include,” “includes” and “including” are used in
this Agreement, such words shall be deemed to be followed by the words “without limitation.”
19. Unfunded Awards. The awards made under this Agreement are unfunded and unsecured
obligations and rights to provide or receive compensation in accordance with the provisions of this
Agreement, and to the extent that Employee acquires a right to receive compensation from the
Company or an Affiliate pursuant to this Agreement, such right shall be no greater than the right
of any unsecured general creditor of the Company or such Affiliate.
20. Compliance with Code Section 409A. The compensation payable to or with respect to
Employee pursuant to this Agreement is intended to be compensation that is not subject to the tax
imposed by Code Section 409A, and this Agreement shall be administered and construed to the fullest
extent possible to reflect and implement such intent.
6
IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first
above written.
| NOBLE CORPORATION | ||||||
| By: | ||||||
| Title: Executive Vice President | ||||||
| and Corporate Secretary | ||||||
Address and fax number, if any: |
||||||
| «First_Name» «MI» «Last_Name» | ||||||
Xxxxxxxxxxx 00X
0000 Xxxx
Xxxxxxxxxxx
Fax: 000-000-0000
0000 Xxxx
Xxxxxxxxxxx
Fax: 000-000-0000
7
SCHEDULE I
NOBLE CORPORATION
PERFORMANCE MEASURES FOR THE 2010-2012 PERFORMANCE CYCLE
AWARD OF PERFORMANCE-VESTED RESTRICTED STOCK
AWARD OF PERFORMANCE-VESTED RESTRICTED STOCK
The Committee has determined and specifies that the following Performance Cycle, Restricted Period
and Performance Measures shall apply to the Awarded Restricted Stock Units:
1. Performance Cycle. The Performance Cycle applicable to the Awarded Restricted
Stock Units shall be the three-year period beginning on January 1, 2010, and ending on December 31,
2012.
2. Restricted Period. The Restricted Period applicable to the Awarded Restricted
Stock Units shall be the three-year period beginning on the Effective Date and ending on the third
anniversary of the Effective Date.
3. Performance Measure. The Performance Measure used to determine the extent of the
vesting of the Awarded Restricted Stock Units is the cumulative total shareholder return (“TSR”)
for the Shares of the Company for the Performance Cycle. The Awarded Restricted Stock Units that
are outstanding as of the end of the Restricted Period will vest or be forfeited based on the
Company’s TSR performance relative to the following group of competitor companies (the “Competitor
Group”): Xxxxxx Oceanic, Incorporated; Xxxxx Xxxxxx Incorporated; Diamond Offshore Drilling
Incorporated; Ensco International plc; FMC Technologies, Incorporated; Halliburton Company; Xxxxxx
Industries Limited; National Oilwell Varco, Incorporated; Oceaneering International, Incorporated;
Pride International Incorporated; Rowan Companies Incorporated; Schlumberger Limited; Xxxxx
International Incorporated; Transocean Limited; and Xxxxxxxxxxx International Limited.
TSR for the Performance Cycle shall be defined and calculated as follows, where “Beginning
Price” is the average of the closing prices on the 30 NYSE trading days immediately preceding the
beginning of the Performance Cycle, and the “Ending Price” is the average of the closing prices on
the last 30 NYSE trading days of the Performance Cycle, in each case as applied to the applicable
equity security:
TSR = (Ending Price — Beginning Price + dividends and cash distributions per share paid*)
Beginning Price
Beginning Price
| * | Stock dividends paid in securities rather than cash in which there is a
distribution of less than 25 percent of the outstanding shares (as calculated prior to
the distribution) shall be treated as cash for purposes of this calculation. |
S-1
The companies comprising the Competitor Group on the last NYSE trading day of the Performance
Cycle shall be the companies used in the comparison for determining the Competitor Group
performance measurement. If a Competitor Group company’s common equity security is no longer
publicly traded on the last NYSE trading day of the Performance Cycle, then an appropriate
proportionate adjustment will be effected over the remaining number
of companies in the Competitor Group in making the determination of the Competitor Group measure;
provided, however, that if the number of companies comprising the Competitor Group on the last NYSE
trading day of the Performance Cycle is less than five (5), then notwithstanding anything contained
herein to the contrary, the Company’s TSR performance shall be determined relative to the TSR
performance of the applicable securities of the companies in the Dow Xxxxx U.S. Oil Equipment &
Services Index (the “Index”), and the Competitor Group performance measure shall be inapplicable
and not used in determining the overall performance measure for vesting. If the Index performance
measure becomes applicable, the companies comprising the Index on the last NYSE trading day of the
Performance Cycle shall be the companies used in the comparison for determining the Company’s
percentile rank relative to the companies in the Index. Any company in the Index on the last NYSE
trading day of the Performance Cycle that entered the Index after the first NYSE trading day of the
Performance Cycle will, for the purpose of calculating the TSR of the companies in the Index, be
added into the Index only as of the time such company entered the Index. For example, if a company
enters the Index on March 31 of a year during the Performance Cycle and is in the Index on the last
trading day in the Performance Cycle, the entering company’s performance for comparison purposes
relative to the Company and the other companies in the Index will be included only from such March
31 date on which the company entered the Index.
The number of the Awarded Restricted Stock Units that will vest at the end of the Restricted
Period on the basis of the Performance Measure for the Performance Cycle shall be determined in
accordance with the vesting schedule set forth on Annex I attached to and hereby made a part of
this Schedule I. The level of achievement of the Performance Measure for the Performance Cycle,
and the applicable vesting or forfeiture of the Awarded Restricted Stock Units that are outstanding
at the end of the Restricted Period, shall be determined and certified in writing by the Committee
as soon as reasonably practicable after the end of the Performance Cycle, but in no event later
than sixty (60) days after the end of the Performance Cycle.
S-2
ANNEX I TO SCHEDULE I
2010-2012 Performance Cycle
Performance-Vested Restricted Stock Unit Agreement Vesting Schedule
Performance-Vested Restricted Stock Unit Agreement Vesting Schedule
2010-2012 Performance Cycle
Competitor Group Performance Vesting Schedule
Competitor Group Performance Vesting Schedule
| Percentage of the | ||||||||||
| Percentage of | Awarded | |||||||||
| TSR For Shares of the Company | the Target | Restricted Stock | ||||||||
| Relative to the Competitor Group | Achieved | Units Vesting | ||||||||
Percentile |
||||||||||
90 and greater |
(maximum) | 150 | % | 100.0 | % | |||||
85 |
133 | % | 88.7 | % | ||||||
80 |
117 | % | 78.0 | % | ||||||
75 |
(target) | 100 | % | 66.7 | % | |||||
70 |
93 | % | 62.0 | % | ||||||
65 |
86 | % | 57.3 | % | ||||||
60 |
79 | % | 52.7 | % | ||||||
55 |
71 | % | 47.3 | % | ||||||
50 |
64 | % | 42.7 | % | ||||||
45 |
57 | % | 38.0 | % | ||||||
40 |
(threshold) | 50 | % | 33.3 | % | |||||
Below 40 |
0 | % | 0 | % | ||||||
Percentile results between those listed will be interpolated.
S-3
