exv10w2



 






Exhibit 10.2




NOBLE ENERGY, INC.

1992 STOCK OPTION AND RESTRICTED STOCK PLAN




RESTRICTED STOCK AGREEMENT




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



WITNESSETH THAT:




     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
adopted on January 28, 1992, as amended (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 (as defined
in the Plan); 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, THERFORE, 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, par value $3.33 1/3 per share, of the Company. The Award is
made effective as of                                (the “Effective Date”). 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, to be held by the Company in escrow for Employee’s
benefit until such time as the Restricted Shares represented by such certificate are either
forfeited by Employee to the Company or the restrictions thereon terminate as set forth in this
Agreement.



     2. Performance Goal, Vesting and Forfeiture.



     (a) The Restricted Shares shall be subject to a restricted period (the “Restricted Period”)
that shall commence on the Effective Date and shall end on                                         . The Performance Goal
shall be achieved as of December 31,           , if the Company’s total shareholder return for the period
commencing January 1,



 









 




          , and ending December 31,           , is at or above the twenty-five (25) percentile level of the
total shareholder returns for the peer group of companies identified below (the “Peer Group”). The
total shareholder returns for the Company and the other Peer Group companies shall be determined on
the basis of the total investment performance that would have resulted as of December 31,           ,
from investing $100 in the common stock of the Company and each of the other companies in the Peer
Group, using a beginning stock price and an ending stock price equal to the average closing price
for the first 20 trading days in            and the last 20 trading days in           , respectively, and with
all dividends reinvested. The Peer Group shall be the group of companies consisting of each of the
following companies that is in existence on December 31,           :




[Peer Group to be selected by Compensation Committee]




     (b) During the Restricted Period, the Restricted Shares shall be subject to being forfeited by
Employee to the Company as provided in this Agreement, and Employee may not sell, assign, transfer,
discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares.



     (c) If Employee remains employed by the Company or an Affiliate throughout the Restricted
Period and the Performance Goal is achieved as of December 31,           , the restrictions applicable
hereunder to the Restricted Shares shall terminate, and as soon as practicable thereafter a stock
certificate for 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.



     (d) If Employee’s employment with the Company or an Affiliate terminates during the Restricted
Period by reason of Employee’s death, Disability (as defined in Section 2(g) hereof), Retirement
(as defined in the Plan) or discharge by the Company or an Affiliate other than for Cause (as
defined in Section 2(g) hereof), and the Performance Goal is achieved as of December 31,           , the
restrictions applicable hereunder to the Restricted Shares shall terminate as to the number of such
shares equal to the product obtained by multiplying the number of such Restricted Shares by a
fraction, (i) the numerator of which is the number of whole months of employment with the Company
or an Affiliate that Employee completed after December 31,           , and prior to such termination of
employment, and (ii) the denominator of which is 36, and as soon as practicable thereafter a stock
certificate for such portion of the Restricted Shares (rounded to the closest whole number of
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; provided,
however, that the Committee in its discretion may reduce (including to zero) the number of the



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Restricted Shares with respect to which such restrictions shall terminate pursuant to this
Section 2(d). Any Restricted Shares with respect to which such restrictions do not terminate shall
be forfeited by Employee and transferred to the Company at no cost to the Company.



     (e) All of the Restricted Shares shall be forfeited by Employee and transferred to the Company
at no cost to the Company if (i) Employee remains employed by the Company or an Affiliate
throughout the Restricted Period but the Performance Goal is not achieved as of December 31,           ,
or (ii) the employment of Employee by the Company or an Affiliate terminates during the Restricted
Period for any reason other than Employee’s death, Disability, Retirement or discharge by the
Company or an Affiliate without Cause.



     (f) If a Change in Control (as defined in Section 2(g) hereof) occurs during the Restricted
Period and while Employee is employed by the Company or an Affiliate, the restrictions applicable
hereunder to the Restricted Shares shall terminate and 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. If a Change in Control occurs during the Restricted Period and
after Employee’s employment terminates for a reason described in Section 2(d) hereof, (i) the
restrictions applicable hereunder to the number of Restricted Shares calculated pursuant to the
provisions of Section 2(d) hereof shall terminate and said number of such shares (and/or any
successor securities or other property attributable to such 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 (or in the event of Employee’s death, to Employee’s estate) free of such restrictions, and
(ii) any Restricted Shares with respect to which such restrictions do not terminate shall be
forfeited by Employee and transferred to the Company at no cost to the Company.



     (g) For the purposes of this Agreement: (i) the “Disability” of Employee shall mean that
Employee is disabled within the meaning of Section 409A(a)(2)(C) of the Internal Revenue Code of
1986, as amended, as determined by the Committee in its discretion; (ii) transfers of employment
without interruption of service between or among the Company and its Affiliates shall not be
considered a termination of employment; (iii) a discharge by the Company or an Affiliate for
“Cause” means any termination of Employee’s employment with the Company or an Affiliate by reason
of Employee’s (1) conviction of a felony or misdemeanor involving moral turpitude, (2) engagement
in conduct involving misuse of the funds or other property of the Company or an Affiliate, (3)
engagement in a business activity which is in conflict with the business interests of the Company
or an Affiliate, (4) gross negligence of willful misconduct, or (5) engagement in conduct which is
in violation of the safety rules or standards of the Company or an Affiliate or which otherwise may
cause or causes injury to another person; and (iv) a “Change in Control” shall be deemed to have
occurred if:



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     (1) individuals who, as of                               , constitute the Board of Directors of the
Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one
percent (51%) of the Board of Directors of the Company, provided that any person becoming a
director subsequent to                               , whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be, for purposes of this Plan, considered as though
such person were a member of the Incumbent Board;




     (2) the stockholders of the Company shall approve a reorganization, merger or
consolidation, in each case, with respect to which persons who were the stockholders of the
Company immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own outstanding voting securities representing at least fifty-one
percent (51%) of the combined voting power entitled to vote generally in the election of
directors (“Voting Securities”) of the reorganized, merged or consolidated company;




     (3) the stockholders of the Company shall approve a liquidation or dissolution of the
Company or a sale of all or substantially all of the stock or assets of the Company; or




     (4) any “person,” as that term is defined in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its
subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any
entity organized, appointed or established by the Company for or pursuant to the terms of
such a plan), together with all “affiliates” and “associates” (as such terms are defined in
Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as
those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the
“beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of securities of the Company representing in the
aggregate twenty-five percent (25%) or more of either (A) the then outstanding shares of
common stock, par value $3.33-1/3 per share, of the Company (“Common Stock”) or (B) the
Voting Securities of the Company, in either such case other than solely as a result of
acquisitions of such securities directly from the Company. Without limiting the foregoing,
a person who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares the power to vote, or to direct the voting of, or
to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the
Company shall be deemed the beneficial owner of such Common Stock or Voting Securities.



     Notwithstanding the foregoing, a “Change in Control” of the Company shall not be deemed to
have occurred for purposes of subparagraph (4) of this Section 2(g)(iv) solely as the result of an
acquisition of securities by the Company which, by reducing the



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number of shares of Common Stock or other Voting Securities of the Company outstanding,
increases (i) the proportionate number of shares of Common Stock beneficially owned by any person
to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the
proportionate voting power represented by the Voting Securities of the Company beneficially owned
by any person to twenty-five percent (25%) or more of the combined voting power of all then
outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or
(ii) of this sentence shall thereafter become the beneficial owner of any additional shares of
Common Stock or other Voting Securities of the Company (other than a result of a stock split, stock
dividend or similar transaction), then a Change in Control of the Company shall be deemed to have
occurred for purposes subparagraph (4) of this Section 2(g)(iv).




     3. Rights as Shareholder. Subject to the provisions of this Agreement, 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 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 the
cash, stock or other securities and other property constituting such dividend or other distribution
shall be held by the Company subject to the restrictions applicable hereunder to the Restricted
Shares until the 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. 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



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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 all or any portion of 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 with respect to which such
restrictions have terminated. 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 with respect to which such restrictions
have terminated.



     5. Reclassification of Shares. In case of any consolidation or merger of another
corporation into the Company in which the Company is the surviving corporation and in which there
is a reclassification or change (including the right to receive cash or other property) of the
Restricted Shares (other than a change in par value, or from par value to no par value, or as a
result of a subdivision or combination, but including any change in such shares into two or more
classes or series of shares), the Committee may provide that payment of the Restricted Shares shall
take the form of the kind and amount of shares of stock and other securities (including those of
any new direct or indirect parent of the Company), property, cash or any combination thereof
receivable upon such consolidation or merger.



     6. 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.



     7. Legend. Each certificate representing the 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 SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THE TERMS OF
THE NOBLE ENERGY, INC. 1992 STOCK OPTION PLAN 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



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SHARES DATED                               . A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE
COMPANY.



     8. 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.



     9.  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.



     10. Amendment. This Agreement may be amended or terminated at any time by an
instrument in writing to such effect executed by both parties.



     11. Notices. All notices required or permitted to be given or made under this
Agreement shall be in writing and shall be deemed to have been duly given or made if (i) delivered
personally, (ii) transmitted by first class registered or certified United States mail, postage
prepaid, return receipt requested, (iii) sent by prepaid overnight courier service, or (iv) sent by
telecopy or facsimile transmission, answer back requested, to the person who is to receive it at
the address that such person has theretofore specified by written notice delivered in accordance
herewith. Such notices shall be effective (i) if delivered personally or sent by courier service,
upon actual receipt by the intended recipient, (ii) if mailed, upon the earlier of five days after
deposit in the mail or the date of delivery as shown by the return receipt therefor, or (iii) if
sent by telecopy or facsimile transmission, when the answer back is received. The Company or
Employee may change, at any time and from time to time, by written notice to the other, the address
that the Company or Employee had theretofore specified for receiving notices. Until such address
is changed in accordance herewith, 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:                     ”.



     12. 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.



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



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     14. Further Assurances. The parties agree to execute such additional instruments and
to take all such further action as may be reasonably necessary to carry out the intent and purposes
of this Agreement.



     15. Entire Agreement. This Agreement and Plan set forth the entire agreement between
the parties with respect to the subject matter hereof, and supersede all prior agreements and
understandings, whether written or oral, between the parties with respect to the subject matter
hereof.



     16. 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.



     17. Counterparts. This Agreement may be executed by the parties hereto in any number
of counterparts, each of which shall be deemed an original, and all of which shall constitute one
and the same agreement.



     18. 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.



     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.



[SIGNATURE PAGE TO FOLLOW]




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



	 	 	 
	

	 	NOBLE ENERGY, INC.
	 
	 	 
	

	 	  By:
	

	 	

	

	 	  Name:
	

	 	

	

	 	  Title:
	

	 	







	 	 	 
	

	 	EMPLOYEE
	 
	 	 
	

	 	

	

	 	  Employee Signature
	 
	 	 
	

	 	

	

	 	  Employee Printed Name






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Exhibit 10.2



STOCK POWER AND ASSIGNMENT

SEPARATE FROM CERTIFICATE




     FOR VALUE RECEIVED and pursuant to that certain Noble Energy, Inc. 1992 Stock Option and
Restricted Stock Plan Restricted Stock Agreement dated as of                                                              (the
“Agreement”), the undersigned Employee hereby sells, assigns and transfers unto
                                                                      , ______ shares of the Common Stock, $3.33 1/3 par value per
share, of Noble Energy, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s
name on the books of the Company represented by Certificate No(s).            delivered herewith, and
does hereby irrevocably constitute and appoint the Secretary of the Company as the undersigned’s
attorney-in-fact, with full power of substitution, to transfer said stock on the books of the
Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.





	 	 	 
	Dated:	 	 
	 	 	
 






	 	 	 
	

	 	EMPLOYEE:
	 
	 	 
	

	 	

	

	 	Name Printed:
	

	 	








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