EXHIBIT
10.4




NOBLE
ENERGY, INC.
 1992
STOCK OPTION AND RESTRICTED STOCK PLAN
 
 2009
RESTRICTED STOCK AGREEMENT
 
 THIS AGREEMENT, made and entered into
as of this ___ day of ___________, 20__, by and between NOBLE ENERGY, INC., a
Delaware corporation (the “Company”), and _________________________
(“Employee”),
 
 WITNESSETH
THAT:
 
 WHEREAS,
the Compensation, Benefits and Stock Option Committee of the Company’s Board of
Directors (the “Committee”), acting under the Company’s 1992 Stock Option and
Restricted Stock Plan adopted on January 28, 1992, as amended (the “Plan”), has
the authority to award restricted shares of the common stock of the Company to
certain employees of the Company or an Affiliate (as defined in the Plan);
and
  WHEREAS,
pursuant to the Plan the Committee has determined to make such an award to
Employee on the terms and conditions and subject to the restrictions set forth
in the Plan and this Agreement, and Employee desires to accept such
award;
  NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
  1.           Restricted Stock
Award.  On the terms and conditions and subject to the
restrictions, including forfeiture, hereinafter set forth, the Company hereby
awards to Employee, and Employee hereby accepts, a restricted stock award (the
“Award”) of ____________ shares (the “Restricted Shares”) of common stock, par
value $3.33 1/3 per share, of the Company.  The Award is made
effective as of January 30, 2009 (the “Effective Date”).  The
Restricted Shares shall be issued in book-entry or stock certificate form in the
name of Employee as of the Effective Date and delivered to Employee on the
Effective Date or as soon thereafter as practicable.  Employee shall
take all such action as may be requested by the Company to cause the Restricted
Shares to be deposited with the Company, together with any executed stock powers
and/or other instruments of transfer reasonably requested by the Company, to be
held by the Company in escrow for Employee’s benefit until such time as the
Restricted Shares are either forfeited by Employee to the Company or the
restrictions thereon terminate as set forth in this Agreement.
  2.           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 with respect to
20% of the shares granted, on the first anniversary of the Effective Date; with
respect to 30% of the shares granted, on the second anniversary of the Effective
Date; and with respect to 50% of the shares granted, on the third anniversary of
the Effective Date.
  (b)           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 unless the restrictions applicable to the Restricted Shares
under this Agreement have terminated in accordance with the provisions of this
Agreement or the Plan.
  (c)           If
Employee remains employed by the Company or an Affiliate throughout the
Restricted Period, the restrictions applicable hereunder to the Restricted
Shares shall terminate, and as soon as practicable after the end of the
Restricted Period 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 or Disability (as defined in
Section 2(g) hereof), the restrictions applicable hereunder to the Restricted
Shares shall terminate, and as soon as practicable after such termination of
employment 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 (or
in the event of Employee’s death, to Employee’s estate) free of such
restrictions.
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  (e)           If
Employee’s employment with the Company or an Affiliate terminates during the
Restricted Period for any reason other than Employee’s death or Disability, then
on the date (the “Forfeiture Date”) that is 180 days after the date of such
termination of employment (or such earlier date after such termination of
employment as shall be determined by the Committee acting in its absolute
discretion) all of the Restricted Shares shall be forfeited by Employee and
transferred to the Company at no cost to the Company unless prior to the
Forfeiture Date the Committee, acting in its absolute discretion, terminates the
restrictions applicable hereunder to all or a portion of the Restricted
Shares.  If the Committee so terminates the restrictions applicable
hereunder to any of the Restricted Shares, then as soon as practicable after the
termination of such restrictions the Restricted Shares with respect to which the
restrictions have been so terminated, 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.
  (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.
  (g)           For
the purposes of this Agreement:  (i) the “Disability” of Employee
shall mean that Employee is disabled within the meaning of Section 22(e)(3) 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; and (iii) a “Change in Control” shall be deemed to
have occurred if:
  (1)           individuals
who, as of the date hereof, 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 the date hereof 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 Agreement, 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.
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   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)(iii) solely as
the result of an acquisition of securities by the Company which, by reducing the
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)(iii).
  3.           Rights as
Shareholder.  Subject to the provisions of this Agreement, upon
the issuance of the Restricted Shares to Employee, Employee shall become the
owner thereof for all purposes and shall have all rights as a stockholder,
including voting rights and the right to receive dividends and distributions,
with respect to the Restricted Shares.  If the Company shall pay or
declare a dividend or make a distribution of any kind, whether due to a
reorganization, recapitalization or otherwise, with respect to the shares of
Company common stock constituting the Restricted Shares, then the Company shall
pay or make such dividend or other distribution with respect to the Restricted
Shares; provided, however, that the cash, stock or other securities and other
property constituting such dividend or other distribution shall be held by the
Company subject to the restrictions applicable hereunder to the Restricted
Shares until the Restricted Shares are either forfeited by Employee and
transferred to the Company or the restrictions thereon terminate as set forth in
this Agreement.  If the Restricted Shares with respect to which such
dividend or distribution was paid or made are forfeited by Employee pursuant to
the provisions hereof, then Employee shall not be entitled to receive such
dividend or distribution and such dividend or distribution shall likewise be
forfeited and transferred to the Company.  If the restrictions
applicable to the Restricted Shares with respect to which such dividend or
distribution was paid or made terminate in accordance with the provisions of
this Agreement, then Employee shall be entitled to receive such dividend or
distribution with respect to such shares, without interest, and such dividend or
distribution shall likewise be delivered to Employee.
  4.           Withholding
Taxes.
  (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.  Such
arrangements may include, to the extent such arrangements are acceptable to the
Company or such Affiliate and do not provide for tax withholding in amounts in
excess of the minimum withholding requirements contemplated by SFAS 123(R), the
transfer of the Restricted Shares or other shares of Common Stock to the Company
or such Affiliate for application to satisfy such withholding requirements on
the basis of the Fair Market Value (as defined in the Plan) of such shares on
the date of transfer to the Company or such Affiliate.  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 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 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.  Such arrangements may include,
to the extent such arrangements are acceptable to the Company or such Affiliate
and do not provide for tax withholding in amounts in excess of the minimum
withholding requirements contemplated by SFAS 123(R), the transfer of the
Restricted Shares or other shares of Common Stock to the Company or such
Affiliate for application to satisfy such withholding requirements on the basis
of the Fair Market Value (as defined in the Plan) of such shares on the date of
transfer to the Company or such Affiliate.  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.
  5.           Reclassification of
Shares.  In case of any consolidation or merger of another
corporation into the Company in which the Company is the surviving corporation
and in which there is a reclassification or change (including the right to
receive cash or other property) of the Restricted Shares (other than a change in
par value, or from par value to no par value, or as a result of a subdivision or
combination, but including any change in such shares into two or more classes or
series of shares), the Committee may provide that payment of the Restricted
Shares shall take the form of the kind and amount of shares of stock and other
securities (including those of any new direct or indirect parent of the
Company), property, cash or any combination thereof receivable upon such
consolidation or merger.
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  6.           Effect on
Employment.  Nothing contained in this Agreement shall confer
upon Employee the right to continue in the employment of the Company or an
Affiliate, or affect any right which the Company or an Affiliate may have to
terminate the employment of Employee.
  7.           Legend.  Any
certificate representing the Restricted Shares shall conspicuously set forth on
the face or back thereof, in addition to any legends required by applicable law
or other agreement, a legend in substantially the following form:
  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 SHARES DATED JANUARY 30, 2009_. A COPY OF
SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE COMPANY.
  8.           Assignment.  The
Company may assign all or any portion of its rights and obligations under this
Agreement.  The Award, the Restricted Shares and the rights and
obligations of Employee under this Agreement may not be sold, assigned,
transferred, discounted, exchanged, pledged or otherwise encumbered or disposed
of by Employee other than by will or the laws of descent and
distribution.
  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.
  10.           Amendment.  This
Agreement may be amended or terminated at any time by an instrument in writing
to such effect executed by both parties.
  11.           Notices.  All
notices required or permitted to be given or made under this Agreement shall be
in writing and shall be deemed to have been duly given or made if (i) delivered
personally, (ii) transmitted by first class registered or certified United
States mail, postage prepaid, return receipt requested, (iii) sent by prepaid
overnight courier service, or (iv) sent by telecopy or facsimile transmission,
answer back requested, to the person who is to receive it at the address that
such person has theretofore specified by written notice delivered in accordance
herewith.  Such notices shall be effective (i) if delivered personally
or sent by courier service, upon actual receipt by the intended recipient, (ii)
if mailed, upon the earlier of five days after deposit in the mail or the date
of delivery as shown by the return receipt therefor, or (iii) if sent by
telecopy or facsimile transmission, when the answer back is
received.  The Company or Employee may change, at any time and from
time to time, by written notice to the other, the address that the Company or
Employee had theretofore specified for receiving notices.  Until such
address is changed in accordance herewith, notices under this Agreement shall be
delivered or sent (i) to Employee at Employee’s address as set forth in the
records of the
  Company,
or (ii) to the Company at the principal executive offices of the Company clearly
marked “Attention:  Lee Robison”.
  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.
  13.           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 shall be deemed to be so limited and shall be enforceable by
limitation thereof, then the provision shall be so limited and shall be
enforceable to the maximum extent permitted by applicable law.
  14.           Further
Assurances.  The parties agree to execute such additional
instruments and to take all such further action as may be reasonably necessary
to carry out the intent and purposes of this Agreement.
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  15.           Entire
Agreement.  This Agreement and Plan set forth the entire
agreement between the parties with respect to the subject matter hereof, and
supersede all prior agreements and understandings, whether written or oral,
between the parties with respect to the subject matter hereof.
  16.           Subject to
Plan.  The Award, the Restricted Shares and this Agreement are
subject to all of the terms and conditions of the Plan as amended from time to
time.  In the event of any conflict between the terms and conditions
of the Plan and those set forth in this Agreement, the terms and conditions of
the Plan shall control.
  17.           Counterparts.  This
Agreement may be executed by the parties hereto in any number of counterparts,
each of which shall be deemed an original, and all of which shall constitute one
and the same agreement.
  18.           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.
  19.           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.
  [SIGNATURE
PAGE TO FOLLOW]
 
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  IN
WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the
date first written above.
 
 
 
 
 NOBLE ENERGY,
INC.
 
 
 
 By: 
________________________________
 Name: ______________________________
 Title:  _______________________________
 
 
 
 EMPLOYEE
 
 
 
 
 Employee
Signature
   
 Employee
Printed Name
  6
  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 January 30, 2009
(the “Agreement”), the undersigned Employee hereby sells, assigns and transfers
unto Noble Energy, Inc., __________ shares of the Common Stock, $3.33 1/3 par
value per share, of Noble Energy, Inc., a Delawarecorporation (the
“Company”), standing in the undersigned’s name on the books of the Company, 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.
  Dated:
_________________________
 
 EMPLOYEE:
  
 _________________________________
 Name Printed: 
______________________
 
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