exv10w1



 







Exhibit 10.1




Noble Corporation

Summary of Directors’ Compensation



Annual Retainer. Each director of Noble Corporation (the “Company”) who is not an employee of the
Company or one of its subsidiaries (a “Non-Employee Director”) receives an annual retainer as
follows:





	 	•	 	$50,000.
	 
	 	•	 	20% is paid in Ordinary Shares of the Company pursuant to the Noble
Corporation Equity Compensation Plan for Non-Employee Directors (the “Equity
Compensation Plan”).
	 
	 	•	 	Non-Employee Directors may elect to receive up to all of the balance in
Ordinary Shares or cash. Non-Employee Directors make elections on a quarterly basis.
	 
	 	•	 	The number of Ordinary Shares to be issued under the Equity Compensation
Plan in any particular quarter is generally determined using the average of the daily
closing prices of the Ordinary Shares for the last 15 consecutive trading days of the
previous quarter.




Board Meeting Fees. In addition to the annual retainer received by Non-Employee Directors
described above, all directors receive fees for each meeting of the Board of Directors attended as
follows:





	 	•	 	Non-Employee Directors — $2,000 per meeting attended
	 
	 	•	 	Employee Directors — $100 per meeting attended




Committee Fees. In addition to the annual retainer and meeting fees described above, each
Non-Employee Director receives compensation in respect of his or her service on committees of the
Board of Directors as follows:





	 	•	 	Annual Committee retainers






	 	•	 	Audit Committee Chair — $15,000 per year
	 
	 	•	 	Compensation Committee Chair — $12,500 per year
	 
	 	•	 	All other Committee Chairs — $10,000 per year





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	 	•	 	Committee meeting fees






	 	•	 	Audit Committee — $2,500 per meeting attended
	 
	 	•	 	All other Committees — $2,000 per meeting attended




Equity Compensation. In addition to the compensation described above, each Non-Employee Director
receives equity compensation under the Noble Corporation 1992 Nonqualified Stock Option and
Restricted Share Plan for Non-Employee Directors (the “1992 Plan”) as follows:





	 	•	 	Each Non-Employee Director is granted an option to purchase 2,000 Ordinary
Shares and awarded 4,000 restricted Ordinary Shares on the next business day after each
annual general meeting of members of the Company.
	 
	 	•	 	Options are granted at fair market value on the grant date, which is
generally determined using the average of the daily closing prices of the Ordinary
Shares for the 10 business days immediately preceding the grant date, and are
exercisable from time to time over a period commencing one year from the grant date and
ending on the expiration of 10 years from the grant date.
	 
	 	•	 	The restricted Ordinary Shares vest one-third per year over three years
commencing one year from the award date.
	 
	 	•	 	Each new Non-Employee Director receives a one-time grant of an option to
purchase 10,000 Ordinary Shares on the first grant date after such director begins
serving on the Board of Directors (instead of the annual grant of an option to purchase
2,000 Ordinary Shares and award of 4,000 restricted Ordinary Shares that would
otherwise be applicable). This one-time option is granted on the same terms and
conditions as are described above for the annual grant of an option to purchase 2,000
Ordinary Shares.




Employee Directors do not receive any equity compensation in consideration of their service on the
Board of Directors.



Other. All directors are reimbursed for travel, lodging and related expenses they may incur in
attending meetings of the Board of Directors and Committees.





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