Filed by Bowne Pure Compliance





Exhibit
10.34




NOBLE CORPORATION




PERFORMANCE-VESTED RESTRICTED STOCK AGREEMENT




THIS AGREEMENT, made as of the                      day of                     , by and between NOBLE CORPORATION, a
Cayman Islands exempted company limited by shares (the “Company”), and «First_Name» «MI» «Last_Name» (“Employee”);



W I T N E S S E T H:




WHEREAS, the committee (the “Committee”) acting under the Company’s 1991 Stock Option and
Restricted Stock Plan, as amended (the “Plan”), has determined that it is desirable to award shares
of performance-vested restricted stock to Employee under the Plan; and



WHEREAS, pursuant to the Plan, the Committee has determined that the shares of
performance-vested restricted stock so awarded shall be subject to the restrictions, terms and
conditions of this Agreement;



NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree
as follows:



1. Performance-Vested Restricted Stock Award. On the terms and conditions and subject to the
restrictions, including forfeiture, hereinafter set forth, the Company hereby makes to Employee a
performance-vested restricted stock award (the “Award”) of an aggregate of «PVRS» ordinary shares (the
“Restricted Shares”), par value U.S. $0.10 per share (“Ordinary Shares”), of the Company. The
Award is made effective as of the date hereof (the “Effective Date”). The Restricted Shares shall
be issued to Employee, subject to forfeiture as herein provided, without the payment of any cash
consideration by Employee. A certificate representing the Restricted Shares shall be issued 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 cause the certificate representing the Restricted
Shares, upon receipt thereof by Employee, to be deposited, together with stock powers and any other
instrument of transfer reasonably requested by the Company duly endorsed in blank, with the Company
pursuant to an escrow agreement substantially in the form of Exhibit A hereto (the “Escrow
Agreement”). The Restricted Shares shall be delivered to the Employee upon vesting or assigned and
transferred to and reacquired and canceled by the Company upon forfeiture, as hereinafter set
forth, and in accordance with the terms and conditions of the Escrow Agreement. Unless and until
the Restricted Shares are delivered to Employee upon vesting, the Restricted Shares shall not be
sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of
by Employee in any manner.


 


 









 






2. Vesting/Forfeiture.



(a) Except as set forth in Section 3 of this Agreement, (i) the Award shall not be fully
vested immediately but shall be subject to forfeiture in accordance with the restricted period and
performance measurement determined by the Committee and set forth on Schedule I hereto and (ii) the
termination of the forfeiture provisions applicable to the Restricted Shares shall be conditioned
upon the continuous employment of Employee by the Company or an Affiliate from the date of this
Agreement to the applicable date of vesting.



(b) Upon and to the extent of the achievement of the performance measurement hereunder with
respect to the Restricted Shares, as determined by the Committee, the shares with respect to which
such performance measurement has been achieved shall vest in Employee in accordance with Schedule I
hereto, and Employee shall be entitled to have delivered to him a new certificate, without the
legend referenced in Section 9 of this Agreement, for the number of such vested Ordinary Shares.



(c) If the employment of Employee by the Company or an Affiliate terminates at any time prior
to determination of vesting/forfeiture except on account of (i) death, Disability or Retirement of
Employee or (ii) a Change in Control (as defined in Section 3(c)) of the Company, then, subject to
Section 3(b), the Restricted Shares shall be forfeited and automatically transferred to and
reacquired and canceled by the Company. Transfer of employment without interruption of service
between or among the Company and any of its Affiliates shall not be considered a termination of
employment.




3. Acceleration of Vesting and Termination of Forfeiture Provisions.



(a) The vesting of this Award and the termination of the forfeiture provisions hereof are
subject to acceleration upon the occurrence of (i) the death, Disability or Retirement of Employee
or (ii) a Change in Control of the Company (whether with or without termination of employment of
Employee by the Company or an Affiliate). Upon the occurrence of any of the events specified in
(i) of this subsection (a),




	 	(A)	 	the Restricted Shares comprising the Award shall be prorated based on the
number of months of actual service by Employee during the three years in the period
ended December 31, 20
 _____, and

	 
	 	(B)	 	the determination of vesting shall be made in accordance with Section 2(b) of
this Agreement.






Upon the occurrence of the event specified in (ii) of this subsection (a),




	 	(A)	 	a number of shares equal to 66.7 percent of the Restricted Shares (which
equates to the target for this Award) shall immediately become vested and no longer be
subject to any forfeiture provisions of this Agreement,

	 
	 	(B)	 	Employee shall be entitled to have delivered to him a new certificate, without
the legend referenced in Section 9 of this Agreement, for such number of vested
Ordinary Shares, and

	 
	 	(C)	 	the balance of 33.3 percent of the Restricted Shares shall be forfeited.





 


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(b) Notwithstanding anything contained herein to the contrary, the Committee shall have the
right to cancel all or any portion of any outstanding restrictions prior to the expiration of such
restrictions with respect to any or all of the Restricted Shares on such terms and conditions as
the Committee may, in writing, deem appropriate.




(c) For purposes of this Agreement, the following term shall have the indicated meaning:



Change in Control: The term “Change in Control” means (i) a determination by the Committee that any
person or group (as defined in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) has become the direct or indirect beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of more than 50 percent of the Voting Stock of the Company; (ii)
the Company is merged or amalgamated with or into or consolidated with another corporation and,
immediately after giving effect to the merger, amalgamation or consolidation, less than 50 percent
of the outstanding voting securities entitled to vote generally in the election of directors or
persons who serve similar functions of the surviving or resulting entity are then beneficially
owned (within the meaning of Rule 13d-3 under the Exchange Act) in the aggregate by (x) the members
of the Company immediately prior to such merger, amalgamation or consolidation, or (y) if a record
date has been set to determine the members of the Company entitled to vote on such merger,
amalgamation or consolidation, the members of the Company as of such record date; (iii) the Company
either individually or in conjunction with one or more subsidiaries of the Company, sells, conveys,
transfers or leases, or the subsidiaries of the Company sell, convey, transfer or lease, all or
substantially all of the property of the Company and the subsidiaries of the Company, taken as a
whole (either in one transaction or a series of related transactions), including Capital Stock of
the subsidiaries of the Company, to any Person (other than a Wholly Owned Subsidiary); (iv) the
liquidation or dissolution of the Company; or (v) the first day on which a majority of the
individuals who constitute the board of directors of the Company are not Continuing Directors. For
purposes of this definition, “Voting Stock” means, with respect to any Person, securities of any
class or classes of Capital Stock in such Person entitling the holders thereof (whether at all
times or at the times that such class of Capital Stock has voting power by reason of the happening
of any contingency) to vote in the election of members of the board of directors (or comparable
body) of such Person; “Person” means any individual, corporation, limited liability company,
partnership, joint venture, joint stock company, unincorporated organization or government or any
agency or political subdivision thereof; “Capital Stock” in any Person means any and all shares,
interests, participations or other equivalents in the equity interest (however designated) in such
Person and any rights (other than debt securities convertible into an equity interest), warrants or
options to acquire an equity interest in such Person; “Wholly Owned Subsidiary” means any
subsidiary of the Company of which 100 percent of the total Voting Stock (other than directors’
qualifying shares) is at the time owned by the Company, either directly or indirectly through
ownership of
one or more subsidiaries of the Company; and “Continuing Director” means an individual who (A) is a
member of the board of directors of the Company and (B) either (I) was a member of the board of
directors of the Company on the Effective Date or (II) whose nomination for election or election to
the board of directors of the Company was approved by a vote of at least 66-2/3 percent of the
Continuing Directors who were members of the board of directors of the Company at the time of such
nomination or election. Notwithstanding the foregoing, or anything to the contrary set forth
herein, a transaction will not be considered to be a Change in


 


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Control if (i) the Company becomes a
direct or indirect wholly owned subsidiary of a holding company and (ii) (A) immediately following
that transaction, the then outstanding shares of common stock (or equivalent security) of such
holding company and the combined voting power of the then outstanding voting securities of such
holding company entitled to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all the individuals and entities who were the
beneficial owners, respectively, of the outstanding Voting Stock and outstanding voting securities
of the Company immediately prior to such transaction in substantially the same proportion as their
ownership, immediately prior to such transaction, of the outstanding Voting Stock and outstanding
voting securities of the Company, as the case may be, or (B) the shares of outstanding voting
securities of the Company outstanding immediately prior to such transaction constitute, or are
converted into or exchanged for, a majority of the outstanding voting securities of such holding
company immediately after giving effect to such transaction.



4. Escrow Agreement. In accordance with Section 20(b) of the Plan, the Committee has approved
the form of Escrow Agreement and prescribed its use hereunder in order to enforce the restrictions,
terms and conditions applicable to the Restricted Shares.



5. Rights as Member. Upon the issuance of a certificate or certificates representing the
Restricted Shares to Employee, Employee shall become the owner thereof for all purposes and shall
have all rights as a member of the Company, including, without limitation, voting rights and the
right to receive dividends and distributions, with respect to the Restricted Shares, subject to the
forfeiture provisions hereof and the following provisions of this Section 5. 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 Ordinary Shares constituting the Restricted
Shares, then the Company shall pay or make such dividend or other distribution with respect to the
Restricted Shares.




6. Agreements Regarding Withholding Taxes.



(a) Employee may elect, within 30 days of the Effective Date and on notice to the Company, to
realize income for United States federal income tax purposes equal to the Fair Market Value of the
Restricted Shares on the date of award, which shall be the Effective Date. In such event, Employee
shall make arrangements satisfactory to the Committee to pay in the year of such award any United
States federal, state or local taxes required to be withheld with respect to such shares. If
Employee fails to make such payments, the Company and its Affiliates shall, to the extent permitted
by law, have the right to deduct in the year of such award any United States federal, state or
local taxes of any kind required by law to be withheld with respect to such Ordinary Shares.



(b) (i) No later than the date of the lapse of the restrictions on any of the Restricted
Shares set forth herein, Employee will make arrangements satisfactory to the Committee regarding
payment of any United States federal, state or local taxes (or foreign taxes) of any kind required
by law to be withheld with respect to the Restricted Shares with respect to which such restrictions
have lapsed.


 


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(ii) (A) Unless and until the Committee shall determine otherwise and provide notice to
Employee in accordance with Section 6(b)(ii)(B) of this Agreement, Employee shall satisfy the
obligation of Employee under Section 6(b)(i) of this Agreement by delivery to the Company or its
Affiliates of Restricted Shares to which Employee shall be entitled upon the vesting thereof,
valued at the Fair Market Value of such shares at the time of such delivery to the Company or its
Affiliates.



(B) The Committee may determine, after the Effective Date and on notice to the Employee, to
authorize one or more arrangements (in addition to the arrangement prescribed in Section
6(b)(ii)(A) of this Agreement) satisfactory to the Committee for Employee to satisfy the obligation
of Employee under Section 6(b)(i) of this Agreement.



(iii) If Employee does not, for whatever reason, satisfy the obligation of Employee under
Section 6(b)(i) of this Agreement, then 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 to Employee
any United States federal, state or local taxes (or foreign taxes) of any kind required by law to
be withheld with respect to the Restricted Shares with respect to which the restrictions set forth
herein have lapsed.




7. Non-Assignability. The Award is not assignable or transferable by Employee.



8. Capital Adjustments. If any of the following events shall occur at any time while the
Award is outstanding and any Restricted Shares have not either become vested or been forfeited, the
following adjustments shall be made in the number of Ordinary Shares then constituting the
Restricted Shares under the Award, as determined appropriate by the Committee:



(a) Share Dividend or Split; Combination. If the Company pays a dividend on its outstanding
Ordinary Shares in Ordinary Shares or subdivides its outstanding Ordinary Shares into a greater
number of Ordinary Shares, the number of Ordinary Shares then subject to the Award shall be
proportionately increased. Conversely, if the outstanding Ordinary Shares are combined into a
smaller number of Ordinary Shares, the number of Ordinary Shares then subject to the Award shall be
proportionately reduced. An adjustment made pursuant to this Section 8(a) shall become effective
as of the record date in the case of a dividend and shall become effective immediately after the
effective date in the case of a subdivision or combination.



(b) Recapitalization or Reorganization. In case of any recapitalization or reclassification
of the Ordinary Shares, or any merger, amalgamation or consolidation of the Company with or into
one or more other corporations, or any sale of all or substantially all the assets of the Company,
as a result of which the holders of the Ordinary Shares receive other
stock, securities or property in lieu of or in addition to, but on account of, their Ordinary
Shares, the Company shall make or cause to be made lawful and adequate provision whereby, upon the
vesting of the Award after the record date for the determination of the holders of Ordinary Shares
entitled to receive such other stock, securities or property, the Employee shall receive, in
addition to or in lieu of the Ordinary Shares with respect to which the Award has vested, the
shares of stock, securities or other property which would have been allocable to such Ordinary
Shares had the Award vested immediately prior to such record date. The subdivision or combination
of Ordinary Shares at any time outstanding into a greater or smaller number of Ordinary Shares
shall not be deemed to be a recapitalization or reclassification of the Ordinary Shares for the
purposes of this Section 8(b).


 


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9. Legend. Each certificate representing 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 ORDINARY SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THE
TERMS OF THE NOBLE CORPORATION 1991 STOCK OPTION 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                     , 200     . A COPY OF
SUCH PLAN AND AGREEMENT IS ON FILE IN THE OFFICES OF THE CORPORATION.



10. Defined Terms; Plan Provisions. Unless the context clearly indicates otherwise, the
capitalized terms used (and not otherwise defined) in this Agreement shall have the meanings
assigned to them under the provisions of the Plan. By execution of this Agreement, Employee agrees
that the Award and the Restricted Shares shall be governed by and subject to all applicable
provisions of the Plan. This Agreement is subject to the Plan, and the Plan shall govern where
there is any inconsistency between the Plan and this Agreement.



11. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas, without regard to the principles of conflicts of
laws thereof, except to the extent Texas law is preempted by Federal law of the United States or by
the laws of the Cayman Islands.



12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors and permitted
assigns.



13. Entire Agreement; Amendment. This Agreement, together with any Schedules and Exhibits and
any other writings referred to herein or delivered pursuant hereto, constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, whether written or oral, between the parties with respect to
the subject matter hereof. To the fullest extent provided by applicable law, this
Agreement may be amended, modified and supplemented by mutual consent of the parties hereto at
any time, with respect to any of the terms contained herein, in such manner as may be agreed upon
in writing by such parties.



 


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14. Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given if directed in the manner specified below, to the parties at the following addresses
and numbers:



(a) If to the Company, when delivered by hand, confirmed fax or mail (registered or certified
mail with postage prepaid) to:




Noble Corporation

13135 S. Dairy Ashford, Suite 800

Sugar Land, Texas 77478

Attention: Chief Executive Officer

Fax: 281-276-6316




With a copy to:




Chairman of Compensation Committee

c/o Noble Corporation

13135 S. Dairy Ashford, Suite 800

Sugar Land, Texas 77478

Fax: 281-276-6316



(b) If to Employee, when delivered by hand, confirmed fax or mail (registered or certified
mail with postage prepaid) to:




The address and number, if any, set forth opposite

Employee’s signature below



Either party may at any time give to the other notice in writing of any change of address of the
party giving such notice and from and after the giving of such notice the address or addresses
therein specified will be deemed to be the address of such party for the purposes of giving notice
hereunder.



15. 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 may be made enforceable by
limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable
to the maximum extent permitted by applicable law.



16. Counterparts. This Agreement may be executed by the parties hereto in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same agreement. Each counterpart may consist of a number of copies
hereof each signed by less than all, but together signed by all, the parties hereto.



17. 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.



18. Gender. Pronouns in masculine, feminine and neuter genders shall be construed to include
any other gender, and words in the singular form shall be construed to include the plural and vice
versa, unless the context otherwise requires.


 


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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. Whenever the words “include,” “includes” and “including” are used in
this Agreement, such words shall be deemed to be followed by the words “without limitation.”



IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first
above written.



	 	 	 	 	 
	 	NOBLE CORPORATION

 	 
	 	By:  	/s/ Julie J. Robertson	 
	 	 	Name:  	Julie J. Robertson 	 
	 	 	Title:  	Executive Vice President
and 

Corporate Secretary 	 



	 	 	 	 	 
	Address and fax number, if any:

	 	 	 	 
	 
	 	Name of Employee: «First_Name» «MI» «Last_Name»	 	 






13135 S. Dairy Ashford, Suite 800

Sugar Land, Texas 77478

Fax: 281-276-6316


 


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SCHEDULE I




NOBLE CORPORATION




PERFORMANCE MEASURES FOR THE                      PERFORMANCE CYCLE

AWARD OF PERFORMANCE-VESTED RESTRICTED STOCK




The Committee has determined that the following restricted period and performance measures
shall be applicable to the Award of Restricted Shares represented hereby:



1. Restricted Period. The restricted period for the Restricted Shares shall extend from the
Effective Date of the Award through December 31, 20 _____, and thereafter until such time as vesting or
forfeiture of the Restricted Shares is confirmed, as determined by the Committee, based on
achievement of the performance measures specified in paragraph 2 below.



2. FOLLOWING WILL BE CHANGED BY COMPANY FOR NEW CYCLE Performance Measures. The performance
measure used to determine the extent of vesting of the Restricted Shares is the cumulative total
member (shareholder) return (“TSR”) for the Ordinary Shares of the Company for the three year
period beginning on the first NYSE trading day of 2008 and ending on the last NYSE trading day of
2010 (the “Performance Cycle”). Fifty Percent (50%) of the award will be earned/vested based on the
Company’s TSR performance relative to the companies within the Dow Jones U.S. Oil Equipment &
Services Index (the “Index”) and fifty percent (50%) of the award will be earned/vested based on
the Company’s TSR performance relative to a specific competitor group composed of seven drilling
companies (the “Competitor Group”). The seven drilling companies comprising the Competitor Group
are Diamond Offshore Drilling, Inc., ENSCO International Inc., Helmerich & Payne, Inc., Nabors
Industries, Ltd., Pride International, Inc., Rowan Companies, Inc. and Transocean, Inc.



TSR for the Performance Cycle shall be defined and calculated as follows, where “Beginning
Price” is the closing price on the first NYSE trading day of 2008 and “Ending Price” is the closing
price on the last NYSE trading day of 2010, in each case as applied to the applicable equity
security:



TSR = (Ending Price – Beginning Price + dividends per share paid*)

Beginning Price






	 	 	 
	*	 	Stock dividends paid in securities rather than cash in which there is a
distribution of less than 25 percent of the outstanding shares (as calculated prior to
the distribution) shall be treated as cash for purposes of this calculation.





The companies comprising the Index on the last NYSE trading day of the Performance Cycle shall
be the companies used in the comparison for determining the Company’s percentile rank relative to
the companies in the Index. Any company in the Index on the last NYSE trading date of the
Performance Cycle that entered the Index after the first NYSE trading date of the Performance Cycle
will, for the purpose of calculating the TSR of the companies in the Index, be added into the Index
only as of the time such company entered the Index. For example, if a company enters the Index on
March 30, 2009 and is in the Index on December 31, 2010, the entering company’s performance for
comparison purposes relative to the Company and the other
companies in the Index will be included only from March 30, 2009.


 


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The companies comprising the Competitor Group on the last NYSE trading day of the Performance
Cycle shall be the companies used in the comparison for determining the Competitor Group
performance measurement. If a Competitor Group company’s common equity security is no longer
publicly traded on the last NYSE trading day of the Performance Cycle, then an appropriate
proportionate adjustment will be effected over the remaining number of companies in the Competitor
Group in making the determination of the Competitor Group measure; provided, however, that if the
number of companies comprising the Competitor Group on the last NYSE trading day of the Performance
Cycle is less than five, then, notwithstanding anything contained herein to the contrary, one
hundred percent (100%) of the award will be based on performance relative to the companies in the
Index, determined as described above, and the Competitor Group performance measure shall be
inapplicable and not used in determining the overall performance measure for vesting. Any
proportionate adjustment to the Competitor Group vesting schedule will be made on the following
basis with interpolation between these values:



	 	 	 	 	 
	Percentile Rank	 	Vesting Applicable	 
	100
	 	 	100.0%	 
	75
	 	 	67.7%	 
	50
	 	 	42.7%	 
	35
	 	 	25.0%	 
	<35
	 	 	0.0%	 






Notwithstanding anything contained herein to the contrary, the Company must have positive TSR
for the Performance Cycle for any of the Restricted Shares to vest.



The number of the Restricted Shares vesting, if at all, over the Performance Cycle shall be
determined in accordance with the vesting matrix set forth on Annex I to this Schedule I.



3. Administrative Matters. The Committee shall confirm the vesting or forfeiture of the
Restricted Shares as soon as reasonably practicable after the completion of the Performance Cycle
and, in any event, within two months after the calculation of the TSR for the Ordinary Shares and
the Index. Employee shall be given notice of the confirmation of vesting of all or part of the
Restricted Shares.


 


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ANNEX I TO SCHEDULE I




                     Performance Cycle

Performance-Vested Restricted Stock Performance Vesting Matrix




Index Performance Matrix




                     Performance Cycle

Performance-Vested Restricted Stock Performance Vesting Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage of	 	 	Percentage of	 
	TSR For Ordinary Shares of the Company	 	 	the Target	 	 	Restricted Shares	 
	Relative to the Index	 	 	Vesting	 	 	Vesting	 
	Percentile	 	 	 	 	 	 	 	 	 
	90 and greater
	 	(maximum)	 	 	150 	%	 	 	100.0 	%
	85
	 	 	 	 	 	 	133 	%	 	 	88.7 	%
	80
	 	 	 	 	 	 	117 	%	 	 	78.0 	%
	75
	 	(target)	 	 	100 	%	 	 	66.7 	%
	70
	 	 	 	 	 	 	93 	%	 	 	62.0 	%
	65
	 	 	 	 	 	 	86 	%	 	 	57.3 	%
	60
	 	 	 	 	 	 	79 	%	 	 	52.7 	%
	55
	 	 	 	 	 	 	71 	%	 	 	47.3 	%
	50
	 	 	 	 	 	 	64 	%	 	 	42.7 	%
	45
	 	 	 	 	 	 	57 	%	 	 	38.0 	%
	40
	 	(threshold)	 	 	50 	%	 	 	33.3 	%
	Below 40
	 	 	 	 	 	 	0 	%	 	 	0 	%






Competitor Group Performance Matrix (based on the number of companies in the Competitor Group
on the date of this Agreement):



                     Performance Cycle

Performance-Vested Restricted Stock Performance Vesting Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage of	 	 	Percentage of	 
	TSR For Ordinary Shares of the Company	 	 	the Target	 	 	Restricted Shares	 
	Relative to the Index	 	 	Vesting	 	 	Vesting	 
	Percentile	 	 	 	 	 	 	 	 	 
	100
	 	(maximum)	 	 	150.0 	%	 	 	100.0 	%
	87.5
	 	 	 	 	 	 	141.6 	%	 	 	94.4 	%
	75
	 	(target)	 	 	102.0 	%	 	 	67.7 	%
	62.5
	 	 	 	 	 	 	82.1 	%	 	 	54.7 	%
	50
	 	 	 	 	 	 	63.8 	%	 	 	42.7 	%
	37.5
	 	(threshold)	 	 	42.0 	%	 	 	28.0 	%
	Below 35
	 	 	 	 	 	 	0 	%	 	 	0 	%






Values between those listed will be interpolated.




 


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EXHIBIT A




NOBLE CORPORATION




ESCROW AGREEMENT

FOR PERFORMANCE-VESTED RESTRICTED STOCK AWARD




THIS ESCROW AGREEMENT, made as of the                      day of                     , by and among Noble
Corporation, a Cayman Islands exempted company limited by shares (the “Company”), «First_Name» «MI» «Last_Name» (“Employee”),
and the Company, as escrow agent (the “Escrow Agent”), pursuant to a Performance Restricted Stock
Agreement dated of even date herewith (the “Restricted Stock Agreement”) between the Company and
Employee;



W I T N E S S E T H:




WHEREAS, the Company and Employee desire the Escrow Agent to serve as Escrow Agent for the
Deposit Shares (as hereinafter defined) as contemplated by Section 1 of the Restricted Stock
Agreement, and the Escrow Agent is willing to serve as Escrow Agent pursuant to the provisions
hereof; and



WHEREAS, the Restricted Stock Agreement requires that an Escrow Agreement in the form hereof
be entered into by the parties hereto;



NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree
as follows:



1. Defined Terms. Each capitalized term used herein and not otherwise defined shall have the
meaning accorded thereto in the Restricted Stock Agreement.



2. Deposit of Shares. In order to enforce the restrictions, terms and conditions, including
forfeiture, applicable to the Award of Restricted Shares to Employee pursuant to the Restricted
Stock Agreement, concurrent with the signing of the Restricted Stock Agreement, Employee has
deposited or caused to be deposited with the Escrow Agent the Restricted Shares, together with
stock powers duly endorsed in blank by Employee. The shares so deposited with the Escrow Agent and
such stock powers are referred to herein collectively as the “Deposit Shares.” The Deposit Shares
shall be registered in the name of Employee.



3. Term. The Deposit Shares shall be held by the Escrow Agent in accordance with the terms of
this Agreement from the date of deposit until the Deposit Shares have been disposed of by Escrow
Agent in accordance with this Agreement.


 


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4. Disposition of the Deposit Shares.



(a) Upon receipt by the Escrow Agent at any time of joint written instructions from the
Committee and Employee, the Escrow Agent will deliver the Deposit Shares in accordance with such
instructions.



(b) Upon receipt by Escrow Agent of the Committee’s notice that (i) a number of the Restricted
Shares specified in such notice has become vested in Employee (the “Vested Shares”) and a number of
the Restricted Shares specified in such notice has been forfeited by Employee (the “Forfeited
Shares”), (ii) Employee is entitled to delivery of the Vested Shares pursuant to the Restricted
Stock Agreement and the Company is entitled to delivery of the Forfeited Shares pursuant to the
Restricted Stock Agreement and (iii) the certificate representing the Deposit Shares, together with
the stock powers duly endorsed in blank by Employee, should be delivered to the Company, Escrow
Agent shall promptly deliver the certificate representing the Deposit Shares and such stock powers
to the Company. The Company shall then cause a new certificate representing the number of Vested
Shares (with cash in lieu of any fractional share) not required to satisfy the payment of any tax
withholding obligation of Employee under the Restricted Stock Agreement to be delivered to Employee
and any Forfeited Shares to be delivered to the Company for cancellation.



(c) The Escrow Agent shall not be required to inquire or make any investigation beyond the
bounds of this Escrow Agreement in delivering all or any of the Deposit Shares.




5. Certain Agreements of the Company and Employee.



(a) The Company agrees with Employee to give the Escrow Agent prompt notice in accordance with
Section 4(b) of this Escrow Agreement in the event of vesting of all or any of the Deposit Shares
pursuant to the Restricted Stock Agreement.



(b) Employee acknowledges (i) that the disposition of the Deposit Shares pursuant to Section
4(b) of this Escrow Agreement may be made upon the unilateral action of the Committee, (ii) that
even in the event Employee disagrees with the Committee’s notice or makes objection to the Escrow
Agent with respect thereto, the Escrow Agent shall nevertheless be required to dispose of the
Deposit Shares in accordance with the Committee’s notice and (iii) that any claim or remedy with
respect to any dispute Employee has concerning the delivery of all or any of the Deposit Shares to
the Company pursuant to this Escrow Agreement or otherwise concerning the Restricted Stock
Agreement shall be raised only against the Company so long as the Escrow Agent acts in good faith.



(c) The Company and Employee hereby jointly and severally agree to indemnify, defend and hold
harmless the Escrow Agent from and against any and all losses, damages, liabilities and expenses
that may be incurred by the Escrow Agent arising out of or in connection with its performance of
its duties as Escrow Agent hereunder in accordance with the terms hereof, including any legal costs
and expenses of defending itself against any claims or liabilities, including, without limitation,
its good faith disbursement of Deposit Shares pursuant to this Escrow Agreement.


 


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6. Escrow Agent.



(a) The Escrow Agent shall not be required to use its own funds in the performance of any of
its duties, or in the exercise of any of its rights or powers, with respect to the Deposit Shares.



(b) The Escrow Agent may confer with its counsel with respect to any question relating to its
duties or responsibilities hereunder and it shall not be liable for any act done or omitted by it
in good faith on advice of counsel. It shall be protected in acting upon any certificate,
statement, request, consent, agreement or other instrument whatsoever (not only as to its due
execution or the validity and effectiveness of its provisions, but also as to the truth and
acceptability of any information therein contained) which it shall in good faith believe to be
valid and to have been signed or presented by a proper person or persons. The Escrow Agent shall
not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification,
amendment, termination or rescission of this Escrow Agreement, unless in writing received by it,
and if the duties of the Escrow Agent herein are affected, unless it shall have given its prior
written consent thereto. The Escrow Agent shall not be liable or responsible for anything done or
omitted to be done by it in good faith, it being understood that its liability hereunder shall be
limited solely to gross negligence or willful misconduct on its part.



7. Notices. All notices and other communications hereunder shall be in writing and shall be
deemed given if directed in the manner specified below, to the parties at the following addresses
and numbers:



(a) If to the Company, when delivered by hand, confirmed fax or mail (registered or certified
mail with postage prepaid) to:




Noble Corporation

13135 S. Dairy Ashford, Suite 800

Sugar Land, Texas 77478

Attention: Chief Executive Officer

Fax: 281-276-6316




With a copy to:




Chairman of Compensation Committee

c/o Noble Corporation

13135 S. Dairy Ashford, Suite 800

Sugar Land, Texas 77478

Fax: 281-276-6316



(b) If to Employee, when delivered by hand, confirmed fax or mail (registered or certified
mail with postage prepaid) to:




The address and number, if any, set forth opposite

Employee’s signature on the Restricted Stock Agreement


 


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(c) If to the Escrow Agent, when delivered by hand, confirmed fax or mail (registered or
certified mail with postage prepaid) to:




Noble Corporation

13135 S. Dairy Ashford, Suite 800

Sugar Land, Texas 77478

Attention: Escrow — Restricted Stock Award

Fax: 281-276-6316



Any party may at any time give to the others notice in writing of any change of address of the
party giving such notice and from and after the giving of such notice the address or addresses
therein specified will be deemed to be the address of such party for the purposes of giving notice
hereunder.



8. Assignment; Binding Effect. This Escrow Agreement is not assignable by the Escrow Agent
and shall be binding upon and inure to the benefit of the parties hereto, and their respective
heirs, personal representatives, successors and permitted assigns.



9. Governing Law. This Escrow Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas, without regard to the principles of conflicts of
laws thereof, except to the extent Texas law is preempted by Federal law of the United States or by
the laws of the Cayman Islands.



10. Termination. This Escrow Agreement shall be terminated only upon the delivery of all the
Deposit Shares either to Employee as Vested Shares or to the Company as Forfeited Shares, as the
case may be, in accordance with the provisions hereof.


 


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IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the date first above
written.



	 	 	 	 	 
	 	
NOBLE CORPORATION

 	 
	 	By:  	/s/ Julie J. Robertson
 	 
	 	 	Name:  	Julie J. Robertson 	 
	 	 	Title:  	Executive Vice President
and
Corporate Secretary 	 
	 	 	 
	 	Name of Employee: «First_Name» «MI» «Last_Name» 	 
	 	 	 
	 	NOBLE CORPORATION,

as Escrow Agent

 	 
	 	By:  	/s/ Julie J. Robertson
 	 
	 	 	Name:  	Julie J. Robertson 	 
	 	 	Title:  	Executive Vice President
and 
Corporate Secretary 	 




 


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