EXHIBIT
10.42
 
 
 
 NOBLE
ENERGY, INC.
 2004
LONG-TERM INCENTIVE PLAN
 
 THIS
PLAN, made and executed at Houston, Texas, by Noble Energy, Inc., a Delaware
corporation (the “Company”),
  WITNESSETH
THAT:
 
 WHEREAS,
the Company has heretofore established the Noble Energy, Inc. 2004 Long-Term
Incentive Plan to provide incentive compensation opportunities for key employees
of the Company and its affiliates; and
  WHEREAS,
the Company now desires to amend the Plan to comply with the requirements of
Internal Revenue Code section 409A;
  NOW,
THEREFORE, in consideration of the premises and pursuant to the provisions of
Section 4.2 of the Plan, effective as of January 1, 2008, the Plan is hereby
amended by restatement in its entirety to read as follows:
  
 ARTICLE
I
 Purpose of the
Plan
 
 The
purpose of the Noble Energy, Inc. 2004 Long-Term Incentive Plan (the “Plan”) is
to provide incentive compensation opportunities for key employees of the Company
and its affiliates.  Participants in the Plan will have the
opportunity to receive incentive compensation based upon the attainment of
specific performance goals established by the Compensation, Benefits and Stock
Option Committee of the Board of Directors of Noble Energy, Inc.
 
 
 ARTICLE
II
 Definitions
 
 When
used in the Plan, the following terms shall have the following
meanings:
 
 2.1          “Affiliate”
means any incorporated or unincorporated trade or business or other entity or
person, other than the Company, that along with the Company is considered a
single employer under Section 414(b) or Section 414(c) of the Code ; provided,
however, that (i) in applying Code section 1563(a)(1), (2), and (3) for the
purposes of determining a controlled group of corporations under Code section
414(b), the phrase  “at least 50 percent” shall be used instead of the
phrase “at least 80 percent” in each place the phrase “at least 80 percent”
appears in Code section 1563(a)(1), (2), and (3), and (ii) in applying Treas.
Reg. section 1.414(c)-2 for the purposes of determining trades or businesses
(whether or not incorporated) that are under common control for the purposes of
Code section 414(c), the phrase “at least 50 percent” shall be used instead of
the phrase “at least 80 percent” in each place the phrase “at least 50 percent”
appears in Treas. Reg. section 1.414(c)-2.
 
 2.2           “Award”
means an incentive compensation award under the Plan.
 
 2.3           “Board
of Directors” means the Board of Directors of the Company.
 
 2.4           “Code”
means the Internal Revenue Code of 1986, as amended.
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  2.5           “Common
Stock” means common stock, par value $3.331⁄3 per share, of the
Company.
 
 2.6           “Company”
means Noble Energy, Inc., a Delaware corporation.
 
 2.7           “Committee”
means the Compensation, Benefits and Stock Option Committee of the Board of
Directors.
 
 2.8           “Participant”
means any employee of the Company or an Affiliate who is designated by the
Committee as eligible to receive an Award.
 
 2.9           “Performance
Goals” means the performance goals established by the Committee for a
Performance Period pursuant to the Plan.
 
 2.10           “Performance
Period” means the three-year period commencing January 1, 2004, and the
three-year period commencing on the first day of each calendar year commencing
after 2004.
 
 2.11           “Plan”
means this Noble Energy, Inc. 2004 Long-Term Incentive Plan.
 
 
 ARTICLE
III
 Eligibility
 
 3.1           The
officers and other employees of the Company or an Affiliate that the Committee
in its discretion determines are key employees may be designated by the
Committee as Participants in the Plan for a particular Performance
Period.  Only those employees of the Company or an Affiliate who are
designated by the Committee as Participants for a particular Performance Period
will participate in the Plan for that Performance Period.
 
 
 ARTICLE
IV
 Administration, Amendment and
Termination of the Plan
 
 4.1           The
Plan shall be administered by the Committee, which shall have the right and
authority in its discretion to (i) adopt, amend or rescind administrative and
interpretive rules and regulations relating to the Plan, (ii) construe the Plan,
(iii) make all determinations necessary or appropriate for administering the
Plan, and (iv) exercise all of the powers conferred on the Committee under the
Plan.  The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee shall deem proper to carry out the intent and purposes of the
Plan.  The determinations made and the action taken by the Committee
pursuant to the Plan shall be conclusive and binding upon all parties having or
claiming to have an interest under the Plan or any Award.
 
 4.2           The
Committee shall have the exclusive authority to amend, modify, suspend or
terminate the Plan at any time.
 
 
 ARTICLE
V
 Determination of Performance
Goals and Awards
 5.1           Within
the first 90 days of each Performance Period the Committee in its discretion
shall (i) designate the Participants who will participate in the Plan for such
Performance Period, (ii) establish the Performance Goals (and any specific
performance targets with respect thereto) for such Performance Period, and (iii)
grant the Awards for the Participants who will participate in the Plan for such
Performance Period.
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  5.2           The
Performance Goals established by the Committee for a Performance Period may be
based on (i) price, earnings or cash flow per share of stock, (ii) gross
revenues or net profits, (iii) total shareholder returns, (iv) growth in
reserves or production, (v) finding and development costs, (vi) operating costs,
or (vii) other objective performance measurements or goals acceptable to the
Committee.  The Performance Goals may be based on the performance of
the Company itself or in relation to its peers, or on the performance of a
particular Participant, division, department, subsidiary or other unit to which
a particular Participant is assigned.  In establishing the Performance
Goals for a Performance Period, the Committee may establish different
Performance Goals for individual Participants or groups of Participants, and the
Performance Goals may be weighted to reflect their relative significance to the
Company for the Performance Period.
 
 5.3           Awards
may be made by the Committee in the form of stock options or restricted stock
granted or awarded under the Noble Energy, Inc. 1992 Stock Option and Restricted
Stock Plan, or in the form of performance units or other incentive measurements
providing for the payment of bonuses in cash, or in any combination thereof as
determined by the Committee in its discretion.
 
 5.4           As
soon as practicable after the end of each Performance Period, the Committee
shall certify in writing the level of attainment of the Performance Goals for
such Performance Period, and shall approve the payments to be made or other
action to be taken with respect to the Awards for such Performance
Period.  Awards shall be subject to all applicable withholding
requirements for federal, state and local taxes.
 
 5.5           Any
provision of the Plan to the contrary notwithstanding, (i) in no event shall the
total number of shares of Common Stock for which stock options may be granted or
which may be awarded as restricted stock to any Participant pursuant to the Plan
exceed the limitations applicable to such grants and awards under the Noble
Energy, Inc. 1992 Stock Option and Restricted Stock Plan, as amended from time
to time, and (ii) the maximum amount that may be paid in cash to any Participant
under an Award for a Performance Period shall not exceed
$4,000,000.
 
 
 ARTICLE
VI
 Limitation of
Rights
 6.1           The
establishment of the Plan shall not enlarge or otherwise affect the terms of any
Participant’s employment with the Company or an Affiliate, and the Company or
such Affiliate may terminate the employment of any Participant as freely and
with the same effect as if the Plan had not been adopted.
 
 
 ARTICLE
VII
 Miscellaneous
 7.1           The
Plan is an unfunded plan of incentive compensation, and no Participant shall
have any right to or lien on any asset of the Company or an Affiliate by reason
of or with respect to any Award made under the Plan.
 
 7.2           No
member of the Committee shall be liable for any act, omission, or determination
taken or made in good faith with respect to the Plan or any Award made
hereunder, and the members of the Committee shall be entitled to
indemnification, defense and reimbursement by the Company in respect of any
claim, loss, damage, or expenses (including reasonable attorneys’ fees and
expenses) arising therefrom to the full extent permitted by law and under any
directors’ and officers’ liability or similar insurance coverage or
indemnification agreement that may be in effect from time to time.
 
 7.3           The
laws of the State of Texas (excluding its principles relating to conflicts of
laws) shall govern the Plan.
 
 7.4           The
Plan is intended to comply with the requirements of Section 162(m) of the Code
and the regulations promulgated thereunder, and shall be interpreted and
administered accordingly.
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 7.5           The
Plan was adopted by the Committee effective for the Performance Period
commencing on January 1, 2004, and certain provisions of the Plan were approved
by the stockholders of the Company at the annual meeting of the stockholders of
the Company held on April 27, 2004.
  IN
WITNESS WHEREOF, this Plan has been executed this 18th day of December, 2007, to be effective as of January 1,
2008.
    NOBLE ENERGY,
    INC.By:
                /s/ Charles
      D. DavidsonName: Charles
      D. DavidsonTitle:  
      President and Chief Executive Officer




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