UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 8-K





CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 28, 2014





NOBLE ENERGY, INC.


(Exact name of Registrant as specified in its charter)





Delaware001-0796473-0785597(State or other jurisdiction ofincorporation or organization)CommissionFile Number(I.R.S. EmployerIdentification No.)1001 Noble Energy WayHouston, Texas77070(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (281) 872-3100


(Former name, former address and former fiscal year, if changed since last report)





Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))














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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





On January 28, 2014, Rodney D. Cook, Senior Vice President and Advisor to the CEO and President of Noble Energy, Inc. (the “Company”), announced his intention to retire from the Company effective March 31, 2014.


On February 3, 2014, Mr. Cook and the Company entered into an amendment to Mr. Cook’s Retention and Confidentiality Agreement, originally dated May 1, 2013, to provide for the following:


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|• | the end of Mr. Cook’s retention period was changed to March 31, 2014 (from June 30, 2014); and

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|• | Mr. Cook will be entitled to receive a cash retention bonus payment at the end of his retention period in an amount equal to 25% of his target bonus under the Company’s 2014 Short-Term Incentive Plan (the “STIP”) and will not otherwise be entitled to a bonus under the Company’s STIP for the 2014 performance year.







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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


NOBLE ENERGY, INC.Date: February 3, 2014By:/s/ Arnold J. JohnsonArnold J. JohnsonSenior Vice President, General Counsel & Secretary