Filed by Bowne Pure Compliance





Exhibit
10.35




NOBLE CORPORATION




TIME-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 time-vested restricted stock to Employee under the Plan; and



WHEREAS, pursuant to the Plan, the Committee has determined that the shares of time-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. Time-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
time-vested restricted stock award (the “Award”) of an
aggregate of «TVRS» 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 periods
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) The shares shall vest in Employee in accordance with the restricted periods set forth on
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 except
on account of (i) death or Disability of Employee or (ii) a Change in Control (as defined in
Section 3(c)) of the Company, then, subject to Section 3(b), any Restricted Shares subject to this
Award that have not theretofore vested 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 or Disability 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) or (ii) of
this subsection (a), (A) all the Restricted Shares then subject to the Award shall immediately
become vested and shall no longer be subject to any forfeiture provisions of this Agreement, and
(B) 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.



(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.




 


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(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 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.


 


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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.



(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.


 


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(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.



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


 


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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.



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.”


 


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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




RESTRICTED PERIODS

FOR AWARD OF TIME-VESTED RESTRICTED STOCK




The Committee has determined that the following specified restricted time periods shall be
applicable to the Award of Restricted Shares represented hereby:



1. Restricted Periods.





	 	(i)	 	One-third of the awarded shares shall vest and no longer be subject to
forfeiture on the first anniversary of the Effective Date (or if such date is not a
business day, the business day immediately preceding such date); and







	 	(ii)	 	One-third of the awarded shares shall vest and no longer be subject to
forfeiture on the second anniversary of the Effective Date (or if such date is not a
business day, the business day immediately preceding such date); and







	 	(iii)	 	One-third of the awarded shares shall vest and no longer be subject to
forfeiture on the third anniversary of the Effective Date (or if such date is not a
business day, the business day immediately preceding such date).







 


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EXHIBIT A




NOBLE CORPORATION




ESCROW AGREEMENT

FOR TIME-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 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 been forfeited by Employee (the “Forfeited Shares”) and the
Company is entitled to delivery of the Forfeited Shares pursuant to the Restricted Stock Agreement
and (ii) 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. If
the number of the Forfeited Shares is less than the number of the Deposit Shares then held in
escrow hereunder, then the Company shall cause a new certificate to be issued for the remaining
number of Deposit Shares represented by the certificate delivered to the Company and returned to
the Escrow Agent to be held pursuant to the terms of this Escrow Agreement.



(c) 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 Employee is
entitled to delivery of the Vested Shares pursuant to the Restricted Stock Agreement and (ii) the
certificate representing the Deposit Shares should be delivered to Employee, Escrow Agent shall
promptly deliver to Employee a 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. If the number of the Vested Shares is less than
the number of the Deposit Shares then held in escrow hereunder, then Employee shall cause a new
certificate to be issued for the remaining number of Deposit Shares represented by the certificate
delivered to Employee and returned to the Escrow Agent to be held pursuant to the terms of this
Escrow Agreement.



(d) 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(c) 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) or 4(c) 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.


 


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(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.




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


 


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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



(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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