NOBLE ENERGY, INC. 1992 STOCK OPTION AND RESTRICTED STOCK PLAN RESTRICTED STOCK AGREEMENT
Exhibit 10.2
NOBLE ENERGY, INC.
1992 STOCK OPTION AND RESTRICTED STOCK PLAN
THIS AGREEMENT, made and entered into as of , by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and (“Employee”),
WITNESSETH THAT:
2. Performance Goal, Vesting and Forfeiture.
(a) The Restricted Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Effective Date and shall end on . The Performance Goal shall be achieved as of December 31, , if the Company’s total shareholder return for the period commencing January 1,
, and ending December 31, , is at or above the twenty-five (25) percentile level of the total shareholder returns for the peer group of companies identified below (the “Peer Group”). The total shareholder returns for the Company and the other Peer Group companies shall be determined on the basis of the total investment performance that would have resulted as of December 31, , from investing $100 in the common stock of the Company and each of the other companies in the Peer Group, using a beginning stock price and an ending stock price equal to the average closing price for the first 20 trading days in and the last 20 trading days in , respectively, and with all dividends reinvested. The Peer Group shall be the group of companies consisting of each of the following companies that is in existence on December 31, :
[Peer Group to be selected by Compensation Committee]
(b) During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares.
(c) If Employee remains employed by the Company or an Affiliate throughout the Restricted Period and the Performance Goal is achieved as of December 31, , the restrictions applicable hereunder to the Restricted Shares shall terminate, and as soon as practicable thereafter a stock certificate for the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(d) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period by reason of Employee’s death, Disability (as defined in Section 2(g) hereof), Retirement (as defined in the Plan) or discharge by the Company or an Affiliate other than for Cause (as defined in Section 2(g) hereof), and the Performance Goal is achieved as of December 31, , the restrictions applicable hereunder to the Restricted Shares shall terminate as to the number of such shares equal to the product obtained by multiplying the number of such Restricted Shares by a fraction, (i) the numerator of which is the number of whole months of employment with the Company or an Affiliate that Employee completed after December 31, , and prior to such termination of employment, and (ii) the denominator of which is 36, and as soon as practicable thereafter a stock certificate for such portion of the Restricted Shares (rounded to the closest whole number of shares), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions; provided, however, that the Committee in its discretion may reduce (including to zero) the number of the
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Restricted Shares with respect to which such restrictions shall terminate pursuant to this Section 2(d). Any Restricted Shares with respect to which such restrictions do not terminate shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(e) All of the Restricted Shares shall be forfeited by Employee and transferred to the Company at no cost to the Company if (i) Employee remains employed by the Company or an Affiliate throughout the Restricted Period but the Performance Goal is not achieved as of December 31, , or (ii) the employment of Employee by the Company or an Affiliate terminates during the Restricted Period for any reason other than Employee’s death, Disability, Retirement or discharge by the Company or an Affiliate without Cause.
(f) If a Change in Control (as defined in Section 2(g) hereof) occurs during the Restricted Period and while Employee is employed by the Company or an Affiliate, the restrictions applicable hereunder to the Restricted Shares shall terminate and the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions. If a Change in Control occurs during the Restricted Period and after Employee’s employment terminates for a reason described in Section 2(d) hereof, (i) the restrictions applicable hereunder to the number of Restricted Shares calculated pursuant to the provisions of Section 2(d) hereof shall terminate and said number of such shares (and/or any successor securities or other property attributable to such shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions, and (ii) any Restricted Shares with respect to which such restrictions do not terminate shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(g) For the purposes of this Agreement: (i) the “Disability” of Employee shall mean that Employee is disabled within the meaning of Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, as determined by the Committee in its discretion; (ii) transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment; (iii) a discharge by the Company or an Affiliate for “Cause” means any termination of Employee’s employment with the Company or an Affiliate by reason of Employee’s (1) conviction of a felony or misdemeanor involving moral turpitude, (2) engagement in conduct involving misuse of the funds or other property of the Company or an Affiliate, (3) engagement in a business activity which is in conflict with the business interests of the Company or an Affiliate, (4) gross negligence of willful misconduct, or (5) engagement in conduct which is in violation of the safety rules or standards of the Company or an Affiliate or which otherwise may cause or causes injury to another person; and (iv) a “Change in Control” shall be deemed to have occurred if:
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(1) individuals who, as of , constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of the Company, provided that any person becoming a director subsequent to , whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board;
(2) the stockholders of the Company shall approve a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own outstanding voting securities representing at least fifty-one percent (51%) of the combined voting power entitled to vote generally in the election of directors (“Voting Securities”) of the reorganized, merged or consolidated company;
(3) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or
(4) any “person,” as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such a plan), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate twenty-five percent (25%) or more of either (A) the then outstanding shares of common stock, par value $3.33-1/3 per share, of the Company (“Common Stock”) or (B) the Voting Securities of the Company, in either such case other than solely as a result of acquisitions of such securities directly from the Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the Company shall be deemed the beneficial owner of such Common Stock or Voting Securities.
Notwithstanding the foregoing, a “Change in Control” of the Company shall not be deemed to have occurred for purposes of subparagraph (4) of this Section 2(g)(iv) solely as the result of an acquisition of securities by the Company which, by reducing the
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number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities of the Company (other than a result of a stock split, stock dividend or similar transaction), then a Change in Control of the Company shall be deemed to have occurred for purposes subparagraph (4) of this Section 2(g)(iv).
(a) Employee may elect, within 30 days of the Effective Date and on notice to the Company, to realize income for federal income tax purposes equal to the fair market value of the Restricted Shares on the Effective Date. In such event, Employee shall make arrangements satisfactory to the Company or the appropriate Affiliate to pay in the year of the Award any federal, state or local taxes required to be withheld with respect to such shares. If Employee fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with respect to Employee, whether or not pursuant to this Agreement, or the Plan and regardless of the form of payment, any
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federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares.
(b) If no election is made by Employee pursuant to Section 4(a) hereof, then upon the termination of the restrictions applicable hereunder to all or any portion of the Restricted Shares, Employee (or in the event of Employee’s death, the administrator or executor of Employee’s estate) will pay to the Company or the appropriate Affiliate, or make arrangements satisfactory to the Company or such Affiliate regarding payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares with respect to which such restrictions have terminated. If Employee (or in the event of Employee’s death, the administrator or executor of Employee’s estate) fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with respect to Employee, whether or not pursuant to this Agreement, or the Plan and regardless of the form of payment, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares with respect to which such restrictions have terminated.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THE TERMS OF THE NOBLE ENERGY, INC. 1992 STOCK OPTION PLAN AND RESTRICTED STOCK PLAN AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN ANY MANNER, EXCEPT AS SET FORTH IN THE TERMS OF THE AGREEMENT EMBODYING THE AWARD OF SUCH
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SHARES DATED . A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE COMPANY.
9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Employee, and Employee’s heirs, devisees, executors, administrators and personal representatives.
12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws.
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[SIGNATURE PAGE TO FOLLOW]
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NOBLE ENERGY, INC. | ||
By: | ||
Name: | ||
Title: | ||
EMPLOYEE | ||
Employee Signature | ||
Employee Printed Name |
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Exhibit 10.2
STOCK POWER AND ASSIGNMENT
SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED and pursuant to that certain Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan Restricted Stock Agreement dated as of (the “Agreement”), the undersigned Employee hereby sells, assigns and transfers unto , ______ shares of the Common Stock, $3.33 1/3 par value per share, of Noble Energy, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Certificate No(s). delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.
Dated: | ||
EMPLOYEE: | ||
Name Printed: | ||
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