Exhibit








Exhibit 10.26




NOBLE ENERGY, INC.
1992 STOCK OPTION AND RESTRICTED STOCK PLAN


RESTRICTED STOCK AGREEMENT
[2-YEAR TIME VESTED]


THIS AGREEMENT is made and entered into as of the _____ day of __________________, by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and _________________________ (“Employee”).


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 as amended and restated effective October 20, 2015 (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; 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 of the Company.  The Award is made effective as of _____________________ (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.  The Restricted Shares shall 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.  Employee shall not retain physical custody of any certificates representing Restricted Shares issued to Employee until such time as the restrictions on such Restricted Shares terminate as set forth in this Agreement.  Employee, by acceptance of the Award, shall be deemed to appoint, and does so appoint, the Company and each of its authorized representatives as Employee’s attorney(s)-in-fact to effect any transfer of forfeited Restricted Shares to the Company as may be required pursuant to the Plan or this Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer.  To the extent allowable by applicable law, the Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Restricted Shares in escrow while acting in good faith in the exercise of its judgment.
2.    Vesting and Forfeiture.
(a)    Until the second anniversary of the Effective Date, (i) the Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and (ii) 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 such shares have terminated in accordance with the provisions of this Agreement or the Plan.
(b)    If Employee remains employed by the Company or an Affiliate until:
(1)    the first anniversary of the Effective Date, then on such anniversary date 40% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2)    the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate.
As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of 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.
(c)    If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) 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.  If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.  
(d)    In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate.  As soon as practicable (but in no event later than 60 days) after the termination of such restrictions 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.  
(e)    For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.











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 with respect to any of the Restricted Shares that are still subject to the restrictions of this Agreement, the cash, stock or other securities and other property constituting such dividend or other distribution pertaining to such Restricted Shares shall be held by the Company subject to the restrictions applicable hereunder to such Restricted Shares until such 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 shares of Common Stock, other than the Restricted Shares, to the Company or such Affiliate for application to satisfy such withholding requirements on the basis of the Fair Market Value 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 Restricted Shares that have become nonforfeitable and no longer subject to restrictions hereunder 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 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.    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.
6.    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.  
7.    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.
8.    Notices.  All notices required or permitted to be given or made under this Agreement shall be in writing and shall be made in accordance with the provisions of the Plan.  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”.  
9.    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.
10.    Further Assurances.  Employee agrees to execute such additional instruments and to take all such further action as may be reasonably requested by the Company to carry out the intent and purposes of this Agreement.
11.    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.  Capitalized terms not defined in this Agreement shall have the meaning set forth in the Plan. 
12.    Compensation Recoupment Policy. Employee hereby acknowledges and agrees that Employee and the Award are subject to the Company’s compensation recoupment policy as contained in the Company’s Code of Conduct (the “Policy”), as amended from time to time, and the terms and conditions of the Policy are hereby incorporated by reference into this Agreement.
13.    Descriptive Headings and References.  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.  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.  
14.    Electronic Documentation.  Any provision of this Agreement to the contrary notwithstanding, provisions in this Agreement setting forth a requirement for delivery of a written notice, agreement, consent, acknowledgement, or other documentation in writing, including a written signature, may be satisfied by electronic delivery of such notice, agreement, consent, acknowledgement, or other documentation, in a manner that the Committee has prescribed or that is otherwise acceptable to the Committee, provided that evidence of the intended recipient’s receipt of the electronic delivery is available to the Committee and that such delivery is not prohibited by applicable laws and regulations.
[SIGNATURE PAGE TO FOLLOW]



















































































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








NOBLE ENERGY, INC.












David L. Stover
President and CEO
    
    




EMPLOYEE






                        
Employee Signature




                        
Employee Printed Name




*****