Exhibit





Exhibit 10.3



Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.  Redacted portions are indicated with the notation “[***]”.
NOBLE CORPORATION PLC
2020 Short-Term Incentive Plan (“STIP”) 
(amended and restated effective as of July 1, 2020)
Plan Overview, Terms and Conditions
Plan Purpose
The success of Noble Corporation plc (“Noble”) and its subsidiaries (collectively, the “Company”) is a result of the efforts of all key employees. In order to focus each employee’s efforts on optimizing the Company’s performance, the Company maintains this Short Term Incentive Plan (the “Plan”) to reward certain employees for successful achievement of specific Company goals.
Subsequent to the original adoption of the Plan for 2020 (the “Original STIP”) the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Noble, and the Board, determined that the Company’s 2020 compensation program shall be restructured to better align the compensation provided thereunder with the Company’s current circumstances and employee retention priorities (the “Compensation Restructuring”). As a result and in connection with the Compensation Restructuring, the Original STIP is hereby amended and restated (the “A/R STIP”) effective as of July 1, 2020 (the “Effective Date”) as follows.
Eligibility and Participation
Specific full-time shore-based employees and select offshore employees are eligible for consideration of a bonus under the Plan, subject to the approval of the Committee.  The A/R STIP shall apply differently with respect to the following two subsets of employee participants: 
		
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	The participants whose participation hereunder shall also be subject to the terms and conditions of a letter agreement (“Letter Agreement”) that shall be entered into by and between the participant and the Company as part of the Compensation Restructuring, such participants comprising certain members of management of the Company (the “Clawback Participants”); and


		
	•
	The participants whose participation hereunder shall not be subject to any Letter Agreement (the “Other Participants”).


The Plan year is the calendar year unless otherwise specified.
Up-Front Payments
Pursuant to the Compensation Restructuring, each of the Clawback Participants and Other Participants shall receive an up-front bonus payment as soon as practicable after the Effective Date (“Up-Front Payment”) as follows:
		
	•
	With respect to each of the Clawback Participants (and subject to such participant entering into a Letter Agreement), the applicable Up-Front Payment in the amount set forth in such participant’s Letter Agreement, of which 50% of such Up-Front Payment shall be subject to the service-based and performance-based clawback restrictions, as applicable and as set forth herein (“Clawback Restrictions”), and pursuant to such Clawback Restrictions, the Outstanding Cash Amount (as defined below) shall not be deemed to be vested, unless and until such time that the Clawback Restrictions shall lapse as set forth below; and


		
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	With respect to each of the Other Participants, the Up-Front Payment shall be an amount that is approximately 50% of such participant’s target bonus amount under the Original STIP, which is intended to represent payment in respect of Q1 and Q2 of 2020, it being understood that the Clawback Restrictions set forth below shall not apply to the Other Participants.


Each Other Participant shall remain eligible to receive additional bonus payments hereunder with respect to Q3 and Q4 of 2020 equal in the aggregate to 50% of such participant’s target bonus amount under the Original STIP (the “Unpaid Cash Amount”).  To be eligible to receive the Unpaid Cash Amount, which shall be payable, if at all, in substantially equal installments with respect to Q3 and Q4 of 2020, as applicable, such a Other Participant must be actively employed on the last day of the applicable calendar quarter (Q3 and/or Q4 of 2020 as applicable) and must continue to be employed until the applicable date of payment, which shall occur as soon as practicable after the end of each “Performance Cycle” as defined in the attached Exhibit 1, but in no event later than 60 days after the end of such Performance Cycle.  It is intended that Other Participants shall generally continue to participate 








Exhibit 10.3



in the A/R STIP with respect to Q3 and Q4 of 2020 (except to the extent the performance goals and payment terms are modified in the A/R STIP) in substantially the same manner as they participated in the Original STIP.  Accordingly, in the event of death, disability or retirement (as disability and retirement are defined in the Original STIP), an Other Participant may, as applicable, receive a payment from the Plan at the discretion of the Committee, or the Executive Chairman or Chief Executive Officer of the Company (the “Authorized Officers”).
In contrast, except as may otherwise be provided herein or pursuant to the applicable Letter Agreement, each Clawback Participant generally must continue to be employed until the end of the “Restricted Period” (as defined in the attached Exhibit 1) in order to retain the Outstanding Cash Amount (as defined below). 
Remaining 2020 Company Goals
Except as otherwise provided in the applicable Letter Agreement, determinations regarding the application or lapse of Clawback Restrictions under the A/R STIP shall relate to a 50% portion of the Clawback Participant’s Up-Front Payment described above and as such amount may be adjusted, if applicable, due to a Qualified Termination as set forth below (the “Outstanding Cash Amount”).  As further discussed herein, (i) the entire Outstanding Cash Amount shall be subject to the “Service-based Clawback Restrictions” set forth below, and (ii) a 50% portion of the Outstanding Cash Amount (i.e., 25% of the applicable Up-Front Payment described above) (the “Partial Cash Amount”) shall also be subject to the “Performance Based Clawback Restrictions” set forth below.
The application or lapse of such “Performance Based Clawback Restrictions” with respect to the Partial Cash Amount and any vesting thereof will primarily be a function of the Company’s performance on key metrics, which shall consist of the EBITDA Measure, the Unpaid Downtime Measure and the Safety Measure (each as defined in Annex I to Exhibit 1).  See Exhibit 1 and Annex I and II for details on the Company’s performance measures and goals for purposes of the A/R STIP. Generally, each goal is structured to include a Threshold, Target and Maximum level of achievement. 
The applicable performance-based vesting with respect to the Partial Cash Amount and corresponding lapse of the Clawback Restrictions as applicable with respect to the remaining 2020 goals and performance measures shall (as further described below) be determined and certified, confirmed or approved in writing by the Committee.  The Committee shall make the foregoing determinations as soon as practicable after the end of each “Performance Cycle” as defined in the attached Exhibit 1, but in no event later than 60 days after the end of such Performance Cycle (the “Determination Date”).
In administering the Plan and reviewing the Company’s performance, the Committee may take into consideration the effect of any unusual, non-recurring or extraordinary item or event that impacts the Company during the Performance Cycles, including, but not limited to, acquisitions, divestitures or impairments. Furthermore, the Committee may make adjustments to the calculation of any of the goals so that any such unusual, non-recurring or extraordinary item or event does not distort the calculation of the performance goals.
Adjustment of Individual Awards - In General
Target bonus amounts may be adjusted for employees hired or promoted after the Effective Date and during the Plan year considering length of service or time in position and may also be adjusted upward or downward by up to 20% to reflect merit, individual and team performance and/or additional selected criteria, subject to the approval of the Committee or one of the Authorized Officers. In extreme circumstances, an employee’s target bonus can, in good faith, be adjusted downward by as much as 100% for any reason, including, but not limited to, Company or region performance, individual employee performance, employee conduct, separation of employment, etc., subject to the approval of the Committee or one of the Authorized Officers. 
With respect to Clawback Participants, downward adjustments pursuant to the above shall cause the Clawback Restrictions to apply to the amount by which the target bonus was adjusted downward and the Clawback Participant shall be obligated to repay such amount to Noble. Any repayment required pursuant to the preceding sentence shall be paid by the Clawback Participant to Noble within fifteen days after receipt by the Clawback Participant of the associated repayment instructions relating to such downward adjustment, it being understood that repayment instructions will be provided to employee promptly following the occurrence of such downward adjustment event. Similarly, upward adjustments pursuant to the above (including target bonus amounts for newly hired employees) shall result in additional payment of Up-Front Bonus amounts to the Clawback Participant, which payment shall be made within ten days after such upward adjustment takes place.








Exhibit 10.3



Adjustment of Individual Awards - Clawback
Service-Based Clawback Restrictions. No portion of the Outstanding Cash Amount shall vest, and the Clawback Participant shall be obligated to repay the entire Outstanding Cash Amount to Noble (i.e., the Clawback Restrictions shall apply to the entire Outstanding Cash Amount), upon the termination of the Clawback Participant’s employment with the Company (including any of its affiliates) during the “Restricted Period” (as defined in the attached Exhibit 1) for any reason other than a “Qualified Termination,” as such term is defined in the Letter Agreement (a “Service Clawback Trigger Event”). Any repayment required pursuant to the preceding sentence shall be paid by the Clawback Participant to Noble within fifteen days after receipt by the Clawback Participant of the associated repayment instructions relating to the Service Clawback Trigger Event, it being understood that repayment instructions will be provided to the Clawback Participant promptly following the occurrence of such Service Clawback Trigger Event. No vesting determinations shall be made hereunder with respect to the Outstanding Cash Amount after the occurrence of such Service Clawback Trigger Event and any prior vesting determinations made hereunder shall be deemed void and without any effect. 
Performance-Based Clawback Restrictions. 
		
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	Subject to all applicable Clawback Restrictions set forth herein, the portion of the Partial Cash Amount that shall vest, if at all, and for which the corresponding Clawback Restrictions shall lapse, shall be based on the applicable “Final Performance Percentage” (as further described in Annex II) that the Committee determines and certifies, confirms or approves as being achieved under the “Performance Measures” as further described in the attached Exhibit 1.


		
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	If at least a “Threshold” performance level (as described in Annex I to Exhibit 1) is achieved during the Performance Cycle (“Qualifying Performance”), then, subject to all applicable Clawback Restrictions set forth herein, some portion of the Partial Cash Amount determined under the attached Exhibit 1 (“Certified Cash Amount”) shall be eligible to vest and the corresponding Clawback Restrictions shall lapse with respect to such portion, in each case as determined pursuant to Annex I and Annex II to Exhibit 1. For the avoidance of doubt, if Qualifying Performance is not achieved with respect to any of the Performance Cycles, then no portion of the Partial Cash Amount shall vest with respect to the Performance Cycles and the Clawback Participant shall be obligated to repay the entire Partial Cash Amount to Noble (i.e., the Clawback Restrictions shall apply to the entire Partial Cash Amount). 


		
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	If Qualifying Performance is achieved with respect to a Performance Cycle as determined pursuant to Annex I to Exhibit 1, but the “Final Performance Percentage” as further described in Annex II to Exhibit 1 is less than 100%, then, subject to all applicable Clawback Restrictions set forth herein, (i) less than 100% of the Partial Cash Amount related to the Performance Cycle shall vest, (ii) the Clawback Restrictions shall lapse with respect to such vested portion of the Partial Cash Amount, (iii) the Clawback Restrictions shall apply to the remainder of the Partial Cash Amount that does not vest and (iv) the Clawback Participant shall be obligated to repay the applicable portion of the Partial Cash Amount that does not vest to Noble (i.e., based on the extent to which such Partial Cash Amount exceeds the portion thereof that vests as the Certified Cash Amount). 


		
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	Any repayment required pursuant to the foregoing “Performance-Based Clawback Restrictions” shall be paid by the Clawback Participant to Noble within fifteen days after receipt by the Clawback Participant of the associated repayment instructions relating to the Determination Date for the final Performance Cycle, it being understood that repayment instructions will be provided to the Clawback Participant promptly following the occurrence of such Determination Date. 


Qualified Termination Clawback Restrictions. If the Clawback Participant’s employment with the Company or an affiliate terminates during the Restricted Period due to a “Qualified Termination,” as such term is defined in the Letter Agreement, then, if applicable, a portion of the Outstanding Cash Amount shall not vest and the Clawback Participant shall be obligated to repay such portion of the Outstanding Cash Amount to Noble (i.e., the Clawback Restrictions shall apply to such portion of the Outstanding Cash Amount) (the “Excluded Amount”). The Excluded Amount shall be determined by multiplying the Outstanding Cash Amount by a fraction, (i) the numerator of which is the number of calendar months remaining in 2020 that end after the date of the Clawback Participant’s Qualified Termination, and (ii) the denominator of which is 6.  Any repayment required pursuant to these “Qualified Termination Clawback Restrictions” shall be paid by the Clawback Participant to Noble within fifteen days after receipt by the Clawback Participant of the associated repayment instructions relating to the Clawback Participant’s Qualified Termination (the “Early Clawback Trigger Event”), it being understood that repayment instructions will be provided to the Clawback Participant (or the Clawback Participant’s representatives as the case may be) promptly following the occurrence of such Early Clawback Trigger Event. Thereafter, the Outstanding Cash Amount shall be reduced by an amount equal to the Excluded Amount and a proportional reduction shall be made with respect to the Partial Cash Amount, it being understood that such Partial Cash Amount, as so reduced, shall remain eligible for vesting hereunder subject to the achievement of Qualifying Performance. 








Exhibit 10.3



For purposes of the A/R STIP, transfers of employment without interruption of service between or among the Company and any of its affiliates shall not be considered a termination of employment.
Review and Approval
The Board previously approved the Company’s budget for the year in terms of EBITDA, and safety and environmental performance levels (and associated payouts for each) prior to April 1, 2020. However following such approval, the Company’s budget, financial position and prospects changed substantially due to subsequent events, including the COVID-19 pandemic, OPEC+ pricing wars and further downturn in the oil and gas markets, which resulted in the implementation of the A/R STIP.
In the event of other unforeseen or nonrecurring events, such as the acquisition, spin-off or sale of assets, any unusual or non- recurring item or any unforeseen event that impacts the Company and distorts the results used in the determination of awards, a region or the industry as a whole, then the Committee may make additional adjustments to the respective goals in order that the affected participants may not be adversely or favorably impacted by such an event or item. Any such revised goals shall be applicable to the Plan year from and after the time of their approval.
At-Will Employment
Nothing in the Plan guarantees or constitutes a contract for any specific term of employment or otherwise limits the Company’s or an employee’s right to terminate the employment relationship for any reason at any time.








Exhibit 10.3





EXHIBIT 1


Key Performance Terms for the A/R STIP


The Committee has determined and specifies that the following Performance Cycle, Restricted Period, and Performance Measures (each as defined below), shall be applied as follows:
1.    Performance Cycle. Each of the third and fourth calendar quarters for 2020 shall be a “Performance Cycle”. 
2.    Restricted Period. The “Restricted Period” shall begin on the Effective Date and shall end as of the later of (i) the first anniversary of February 14, 2020 (the “One-Year Period”), or (ii) in the event the Company is subject to chapter 11 bankruptcy protection under the U.S. Bankruptcy Code as of the close of the One-Year Period, such time that the bankruptcy court (x) approves the Company’s chapter 11 plan of reorganization, (y) converts the Company’s chapter 11 plan of reorganization to a chapter 7 liquidation proceeding, or (z) dismisses the Company’s bankruptcy proceeding, whichever is earliest and without regard to any appeal of any order of the bankruptcy court in connection with clauses (x), (y) or (z) above.
3.    Performance Measures. The “Performance Measures” shall be the EBITDA Measure, the Unpaid Downtime Measure and the Safety Measure (each as defined in Annex I below).  The level of performance under each of these Performance Measures shall be determined with respect to each of the Performance Cycles in order to establish (i) the Certified Cash Amount, if any, and (ii) the extent to which the Partial Cash Amount shall vest and the corresponding lapse of Clawback Restrictions shall apply.  Each Performance Measure shall be evaluated to determine its respective performance percentage as set forth on Annex I below.  As further discussed in paragraph 4 below, the performance percentages that apply for the Performance Measures under both Performance Cycles shall be blended on a weighted average basis for purposes of clauses (i) and (ii) above.
4.    Vesting Calculation. As further described in Annex II below, the vesting calculation for the 50% portion of the Partial Cash Amount that relates to a Performance Cycle (“PC Tranche Amount”) shall be based on, as applicable, (i) the “Incremental Performance Percentage” for the Performance Cycle, (ii) the “Blended Performance Percentage” with respect to both Performance Cycles, and (iii) the “Final Performance Percentage” that relates to each Performance Cycle, in each case, as determined in accordance with Annex II below.  








Exhibit 10.3



ANNEX I TO EXHIBIT 1
Goals and Performance Measures
With respect to each of the Performance Cycles, performance relative to the following goals will be applied in determining the Certified Cash Amount for 2020. Achievement at levels between the points shown below will be determined via linear interpolation.
		
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	EBITDA Measure - Financial


	
				
	EBITDA Measure (50% Weighting Separately for Q3 and Q4)

	Level of Achievement
	Threshold
	Target
	Maximum

	STIP Multiple
	0.50
	1.00
	2.00

	Q3 2020 Goal
	[***]
	[***]
	[***]

	Q4 2020 Goal
	[***]
	[***]
	[***]




The EBITDA Measure relates to EBITDA, which is defined as the Company’s earnings before the deduction of interest, tax, depreciation and amortization expenses, subject to adjustment to exclude extraordinary gains or losses, including the exclusion of restructuring related expenses and significant litigation expenses.  
		
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	Unpaid Downtime Measure - Operational


	
				
	Downtime Measure (25% Weighting Separately for Q3 and Q4)

	Level of Achievement
	Threshold
	Target
	Maximum

	STIP Multiple
	0.50
	1.00
	2.00

	Q3 / Q4 2020 Goal
	3.50%
	2.75%
	2.00%




The Unpaid Downtime Measure is calculated based on the total number of unpaid repair days divided by the total operating days.  Any unpaid days that may occur relating to or as a result of the COVID-19 pandemic are to be excluded when calculating the downtime percentage.


		
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	Safety Measure - Other


	
				
	Safety Measure (25% Weighting Separately for Q3 and Q4)

	Level of Achievement
	Threshold
	Target
	Maximum

	STIP Multiple
	0.50
	1.00
	2.00

	Q3 / Q4 2020 Goal TRIR Rate
	0.65
	0.50
	0.35




The Safety Measure is based on the Total Recordable Incident Rate (“TRIR”) which is calculated based upon the total number of recordable work-related injuries or illnesses multiplied by 200,000 and then divided by hours worked, pursuant to the guidelines set forth by the International Association of Drilling Contractors (the “IADC”). 








Exhibit 10.3



ANNEX II TO EXHIBIT 1
Performance Percentages for the Performance Cycles


Incremental Performance Percentage. With respect to each Performance Cycle and on the Determination Date related thereto, the Committee shall determine the applicable Incremental Performance Percentage that relates to such Performance Cycle, as follows: 


	
				
	Incremental Performance Percentage Determination

	 
	Weighting
(A)
	STIP Multiple (Interpolated)
(B)
	Performance Percentage
(A × B)

	EBITDA Measure 
	50%
	[Based on Actual Performance]
	[Percentage Result 1]

	Unpaid Downtime Measure 
	25%
	[Based on Actual Performance]
	[Percentage Result 2]

	Safety Measure 
	25%
	[Based on Actual Performance]
	[Percentage Result 3]

	Totals:
	100%
	N/A
	Sum of Results 1 - 3






The “Sum of Results 1-3” in the chart above shall equal the Incremental Performance Percentage, it being understood that, notwithstanding such “Sum of Results 1-3”, in no event shall the Incremental Performance Percentage exceed 100%.


Blended Performance Percentage. With respect to the Determination Date that relates to the final Performance Cycle, the Committee shall also determine the applicable Blended Performance Percentage that relates to both Performance Cycles, as follows:


	
				
	Blended Performance Percentage Determination

	 
	Weighting
(A)
	STIP Multiple (Interpolated)
(B)
	Performance Percentage
(A × B)

	EBITDA Measure Q3
	25%
	[Based on Actual Performance]
	[Percentage Result 1]

	Unpaid Downtime Measure Q3
	12.5%
	[Based on Actual Performance]
	[Percentage Result 2]

	Safety Measure Q3
	12.5%
	[Based on Actual Performance]
	[Percentage Result 3]

	EBITDA Measure Q4
	25%
	[Based on Actual Performance]
	[Percentage Result 4]

	Unpaid Downtime Measure Q4
	12.5%
	[Based on Actual Performance]
	[Percentage Result 5]

	Safety Measure Q4
	12.5%
	[Based on Actual Performance]
	[Percentage Result 6]

	Totals:
	100%
	N/A
	Sum of Results 1 - 6






The “Sum of Results 1-6” in the chart above shall equal the Blended Performance Percentage, it being understood that, notwithstanding such “Sum of Results 1-6”, in no event shall the Blended Performance Percentage exceed 100%.


Final Performance Percentage.  With respect to each Performance Cycle, the Final Performance Percentage shall be applied to determine the extent to which the related PC Tranche Amount shall vest and the corresponding performance related Clawback Restrictions applicable thereto shall lapse.  In connection with the foregoing, the Final Performance Percentage shall be based on, as applicable, the Incremental Performance Percentage for such Performance Cycle or the Blended Performance Percentage, whichever is closest to or equals 100% (assuming either the Incremental Performance Percentage or the Blended Performance Percentage is less than 100%).