EX-10.1





 Exhibit 10.1 

NOBLE CORPORATION 
 2021
LONG-TERM INCENTIVE PLAN 
 PART A 

1. Plan: Noble Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”) established this Noble
Corporation 2021 Long-Term Incentive Plan (the “Plan”) to be effective as of February 18, 2021 (the “Effective Date”). 

2. Purpose. The Plan is designed to align the interests of eligible participants with those of the Company’s shareholders by providing
long-term incentive compensation opportunities tied to the performance of the Company and its Shares. The Plan is intended to assist the Company and its Subsidiaries with attracting, retaining and motivating key personnel by rewarding them for the
overall success of the Company and its Subsidiaries. These objectives are to be accomplished by making Awards under the Plan and thereby providing such persons with a proprietary interest in the growth and performance of the Company and its
Subsidiaries. 
 The Plan is composed of two parts, which are to be treated as separate sub-plans. Part A sets out
the terms and conditions of the sub-plan that shall be an employees’ share scheme for the purposes of Section 1166 of the UK Companies Act 2006. The terms and conditions of Part A are incorporated by
reference in Part B, and apply to Part B except as expressly modified therein. 
 Part B constitutes a sub-plan for
the provision of Awards to Employees (as defined below) who would be eligible under Part A if the proviso at the end of the definition of “Subsidiary” for purposes of Part A was inapplicable. Part B is not intended to constitute an
employees’ share scheme for the purposes of Section 1166 of the UK Companies Act 2006. 
 3. Definitions. As used in the Plan, the
terms set forth below shall have the following respective meanings: 
 “Authorized Officer” means the Chief Executive Officer or the senior
human resources officer of the Company (or any other senior officer of the Company to whom any of such individuals shall delegate the authority to execute any Award Agreement). 

“Award” means the grant of any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or other Stock Award,
any of which may be structured as a Performance Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions and limitations as the Committee may establish in accordance with the
objectives of the Plan. 
 “Award Agreement” means the document (in written or electronic form) communicating the terms, conditions and
limitations applicable to an Award. The Committee may, in its discretion, require that the Participant execute such Award Agreement, or may provide for procedures through which Award Agreements are made available but not executed. Any Participant
who is granted an Award and who does not affirmatively, and in writing delivered to the Committee (or its applicable delegate), reject the applicable Award and Award Agreement shall be deemed to have accepted the terms of Award as embodied in the
Award Agreement. 












 “Award Date” means the date an Award is granted to a Participant pursuant to the Plan. 

“Board” means the Board of Directors of the Company. 

“Change in Control” means a Change in Control as defined in Attachment 1 to Part A of the Plan. 

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time. 

“Committee” means (i) the Compensation Committee of the Board, and any successor committee thereto, (ii) such other committee of
the Board as may be designated by the Board to administer the Plan in whole or in part including any subcommittee of the Board as designated by the Board, or (iii) the Board, as determined by the Board. 

“Company” means Noble Corporation, a company incorporated under the laws of the Cayman Islands. 

“Consultant” means an individual providing services to the Company or any of its Subsidiaries, other than an Employee or a Non-Employee Director. 
 “Disability” means a medically determinable physical or mental impairment
(1) that prevents an Employee from performing his or her employment duties in a satisfactory manner and is expected either to result in death or to last for a continuous period of not less than twelve months as determined by the Committee, or
(2) for which the Employee is eligible to receive disability income benefits under a long-term disability insurance plan maintained by the Company or a Subsidiary. Notwithstanding the foregoing, if an Award is subject to Section 409A of
the Code, the definition of Disability shall conform to the requirements of Treasury Regulation § 1.409A-3(i)(4)(i) to the extent necessary to avoid the imposition of any tax by such Section 409A of
the Code. 
 “Dividend Equivalents” means, in the case of an Award comprising Restricted Stock Units, an amount equal to all dividends and
other distributions (or the economic equivalent thereof (excluding, unless the Committee determines otherwise special dividends)) that are payable to shareholders of record in respect of the relevant record dates that occur during the Restriction
Period or period during which a Performance Goal must be achieved, as applicable, on a like number of Shares that are subject to the Award. 

“Effective Date” has the meaning set forth in Paragraph 1. 

“Employee” means an employee of the Company or any of its Subsidiaries and an individual who has agreed to become an employee of the Company
or any of its Subsidiaries and actually becomes such an employee following such date of agreement. 
 “Exchange Act” means the United
States Securities Exchange Act of 1934, as amended from time to time. 
 “Exercise Price” means the price at which a Participant may
exercise his or her right to receive cash or Shares, as applicable, under the terms of an Award. 

  
 2 













 “Fair Market Value” of a Share means, as of a particular date, 

 

	 	(1)	 if Shares are then listed or admitted to trading on a national securities exchange, the average of the reported
high and low sales price per Share on the date in question (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal national securities exchange on which such Share is so listed
or admitted to trading, or 


  

	 	(2)	 if the Shares are not then listed or admitted to trading on a national securities exchange, the fair market
value of a Share as determined in good faith by the Committee in accordance with any applicable requirements of Section 409A or 422 of the Code. 



“Incentive Stock Option” means an Option that is designated as such in the applicable Award Agreement and intended to comply with the
requirements set forth in Section 422 of the Code. 
 “Maximum Share Limit” has the meaning set forth in Paragraph 5(a). 

“Non-Employee Director” means an individual serving as a member of the Board who is not an Employee,
Consultant or officer of the Company or any of its Subsidiaries (i.e., an individual elected or appointed to serve as a director of the Company by the Board or in such other manner as may be prescribed in the articles of association of the Company).

 “Nonqualified Stock Option” means an Option that is not intended to comply with the requirements set forth in Section 422 of the
Code, including any Option that is not specifically designated as an Incentive Stock Option. 
 “Option” means a right to purchase a
specified number of Shares at a specified Exercise Price, which is either an Incentive Stock Option or a Nonqualified Stock Option. 

“Participant” means an individual to whom an Award has been made under the Plan. 

“Performance Award” means an Award made pursuant to the Plan to a Participant, which Award is subject to the attainment of one or more
Performance Goals or other established performance criteria, as applicable. 
 “Performance Goal” means one or more standards established
by the Committee under Paragraph 8(d) to determine in whole or in part whether a Performance Award shall be earned. 
 “Permitted Assignee”
has the meaning set forth in Paragraph 13. 
 “Plan” means this Noble Corporation 2021 Long-Term Incentive Plan, as such plan may be
amended from time to time. 
 “Restricted Stock” means Shares allotted and issued or transferred pursuant to Paragraph 8 that are
restricted or subject to forfeiture provisions. 
 “Restricted Stock Award” means an Award in the form of Restricted Stock. 

  
 3 













 “Restricted Stock Unit” or “RSU” means a unit that provides for the
allotment and issuance, transfer, or delivery of one Share or equivalent value in cash upon the satisfaction of the terms, conditions, and restrictions applicable to such Restricted Stock Unit. 

“Restricted Stock Unit Award” means an Award in the form of Restricted Stock Units. 

“Restriction Period” means a period of time beginning as of the date upon which a Restricted Stock Award or Restricted Stock Unit Award is
made pursuant to the Plan and ending as of the date upon which such Award is no longer restricted or subject to forfeiture provisions. 

“Share” means one ordinary share of the Company, nominal value $0.00001 per share, or any stock or other security hereafter allotted and
issued or which may be allotted and issuable in substitution or exchange for a Share. 
 “Stock Appreciation Right” or
“SAR” means a right to receive a payment, in cash or by allotment and issuance, transfer, or delivery of Shares, equal to the excess of the Fair Market Value of a specified number of Shares on the date the right is exercised over a
specified Exercise Price. 
 “Stock Award” means an Award in the form of Shares, including a Restricted Stock Award or a Restricted Stock
Unit Award that may be settled in Shares, but excluding Options and SARs. 
 “Subsidiary” means (1) any corporation of which the
Company directly or indirectly owns shares representing more than 50% of the combined voting power of the shares of all classes or series of capital stock of such corporation that have the right to vote generally on matters submitted to a vote of
the shareholders of such corporation, and (2) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns more than 50% of the voting, capital
or profits interests (whether in the form of partnership interests, membership interests or otherwise); provided that, in the case of any entity that would otherwise fall within sub-paragraphs (1) or (2)
of this definition, it shall only be a “Subsidiary” if it is also a “subsidiary” within the meaning of Section 1159 of the UK Companies Act 2006. 

“Trustee” means the trustee or trustees for the time being of any employee benefit trust established for the benefit of most or all of the
employees or former employees of the Company or its Subsidiaries or certain of their relatives. 
 4. Eligibility 

(a) Employees. All Employees and Non-Employee Directors are eligible for Awards under Part A or Part B
of the Plan, as applicable; provided, however, that if the Committee makes an Award to an individual whom it expects to become employed following the Award Date of such Award, such Award shall be subject to (among other terms and conditions) the
individual actually becoming employed by the Company or a Subsidiary. 
 (b) Consultants. Consultants are eligible for Awards under the Plan.


  
 4 













 5. Shares Available for Awards. 

(a) Available Shares. Subject to the provisions of Paragraph 14 hereof, the maximum number of Shares that may be allotted and issued,
transferred, or delivered pursuant to Awards under the Plan (including rights or Options that may be exercised for or settled in Shares) shall be 7,716,049 (the “Maximum Share Limit”), all of which shall be available for Incentive
Stock Options. Each Share subject to an Award granted under the Plan shall be counted against the Maximum Share Limit as 1 Share. Shares available under the Plan may be newly issued Shares, Shares held in treasury by the Company or one or more
subsidiaries of the Company, or Shares acquired by or allotted and issued or gifted to a Trustee. 
 If an Award expires or is terminated, cancelled or
forfeited, the Shares associated with the expired, terminated, cancelled or forfeited Awards shall again be available for Awards under the Plan, and the Maximum Share Limit shall be increased by the same amount as such shares were counted against
the Maximum Share Limit, it being understood that no increase or decrease shall be made to the Maximum Share Limit with respect to an Award that can only be settled in cash. The following Shares shall not become available again for allotment and
issuance, transfer, or delivery under the Plan: 
  

	 	(i)	 Shares that are tendered or surrendered, or to which the right to require the Company to allot and issue,
transfer or deliver Shares is forfeited or surrendered, in payment of the Exercise Price of an Option; 


  

	 	(ii)	 Shares that are withheld or delivered, or to which the right to require the Company to allot and issue,
transfer or deliver Shares is forfeited or surrendered, to satisfy applicable tax withholding (for net exercise or net settlement purposes) or nominal value obligations; 



 

	 	(iii)	 Shares cancelled upon the exercise of a tandem SAR grant; 



 

	 	(iv)	 Shares purchased on the open market with the proceeds of an Exercise Price payment with respect to an Option;
and 


  

	 	(v)	 Shares underlying a free-standing SAR grant, to the extent the number of such Shares exceeds the number of
Shares actually allotted and issued, transferred, or delivered upon exercise or settlement of such SAR. 


 No account shall be taken of
any rights to subscribe for Shares granted to a Trustee to the extent that the rights are granted solely to enable the Trustee to satisfy grants or awards that have already been taken into account for the purposes of this Paragraph 5(a) (i.e., so as
to avoid double counting). 
 The Committee may adopt reasonable counting procedures, consistent with the foregoing, to ensure appropriate counting, avoid
double counting (as, for example, in the case of tandem or substitute awards) and make adjustment if the number of Shares actually delivered differs from the number of Shares previously counted in connection with an Award. 

The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with
governmental authorities, stock exchanges and transaction reporting systems to ensure that Shares are available for allotment and issuance, transfer, or delivery pursuant to Awards. 

  
 5 













 6. Administration. 

(a) Authority of the Committee. Except as otherwise provided in the Plan with respect to actions or determinations by the Board, the Plan shall be
administered by the Committee; provided, however, that (i) any and all members of the Committee shall satisfy any independence requirements prescribed by any stock exchange on which the Company lists its Shares; and (ii) Awards may
be granted to individuals who are subject to Section 16(b) of the Exchange Act only if the Committee is comprised solely of two or more “non-employee directors” as defined in United States
Securities and Exchange Commission Rule 16b-3 (as amended from time to time, and any successor rule, regulation or statute fulfilling the same or similar function). Subject to the provisions hereof, the
Committee shall have full and exclusive power and authority to administer the Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof and any Awards granted
hereunder. The Committee shall also have full and exclusive power to interpret the Plan and any Award Agreements thereunder and to adopt, amend and rescind such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or
proper and make all determinations necessary or advisable in administering the Plan and any Award Agreements thereunder. Subject to Paragraph 6(c) hereof, the Committee may, in its discretion, (x) provide for the extension of the exercisability
of an Award, or (y) accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of the Plan or an Award or otherwise amend or modify
an Award in any manner that is, in either case, (1) not materially adverse to the Participant to whom such Award was granted, (2) consented to by such Participant or (3) authorized by Paragraph 14(d) hereof; provided, however,
that no such action shall permit the term of any Option to be greater than 10 years from its Award Date. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner
and to the extent the Committee deems necessary or desirable to further the Plan’s purposes. Any decision of the Committee in the interpretation and administration of the Plan and the Award Agreements thereunder shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties concerned. Except as otherwise provided herein, the Board shall have the same powers as the Committee to the extent the Board administers the Plan or a portion thereof.

 (b) Indemnity. No member of the Board or the Committee or officer of the Company to whom the Committee has delegated authority in accordance with
the provisions of Paragraph 7 of the Plan shall be liable for anything done or omitted to be done by him or her, by any member of the Board or the Committee or by any officer of the Company in connection with the performance of any duties under the
Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company from any claim, loss, damage or expense (including counsel fees) with respect to any such action or determination, except for his or her own
willful misconduct or as expressly provided by statute. 
 (c) Prohibition on Repricing of Awards. Subject to the provisions of Paragraph 14 hereof,
the terms of outstanding Award Agreements may not be amended without the approval of the Company’s shareholders so as to (i) reduce the Exercise Price of any outstanding Options or SARs or (ii) cancel or substitute any outstanding
Options or SARs for Options or SARs with a lower Exercise Price, cash or other Awards. 

  
 6 













 (d) Expenses; Company Records. All expenses incident to the administration of the Plan, including,
but not limited to, legal and accounting fees, shall be paid by the Company or its Subsidiaries. Records of the Company and its Subsidiaries regarding a person’s period of employment or service, termination of employment or service and the
reason therefor, leaves of absence and other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect. 

7. Delegation. The Committee may delegate any of its duties under the Plan (including, but not limited to, delegating by resolution to an
Authorized Officer the authority to grant Awards) to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to
Section 16 of the Exchange Act in respect of the Company. Any such delegation hereunder shall only be made to the extent permitted by applicable law. 

8. Awards. 
 The Committee shall determine the type or
types of Awards to be made under the Plan and shall designate from time to time the individuals from among eligible Employees, Non-Employee Directors and Consultants who are to be the recipients of such
Awards. Each Award shall be embodied in an Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee, in its sole discretion, and, if required by the Committee, shall be signed by the
Participant to whom the Award is granted and by an Authorized Officer for and on behalf of the Company. Awards may consist of those listed in this Paragraph 8 and may be granted singly, in combination or in tandem. Awards may also be made in
combination or in tandem with, in replacement of, or as alternatives to, grants or rights under the Plan or any other plan of the Company or any of its Subsidiaries, including the plan of any acquired entity; provided, however, that, except
as contemplated in Paragraph 14 hereof, no Option or SAR may be issued in exchange for the cancellation of an Option or SAR with a higher Exercise Price nor may the Exercise Price of any Option or SAR be reduced. All or part of an Award may be
subject to conditions established by the Committee. 
 Upon the termination of employment or service by a Participant, any unexercised, unvested or unpaid
Awards shall be treated as set forth in the applicable Award Agreement or in any other written agreement the Company has entered into with the Participant, it being understood that the Committee may, in its sole and absolute discretion, prescribe
additional terms, conditions, restrictions and limitations applicable to the Award, including without limitation rules pertaining to the termination of employment or service by reason of death or Disability. Employment shall not be deemed to have
ceased by reason of the transfer of employment, without interruption of service, between or among the Company and any of its Subsidiaries. 
 All rights to
exercise an Option and any SARs that relate to such Option shall terminate six months after the date the Participant’s termination of employment or service (or the remaining term of the Option if shorter), unless the Award Agreement or other
written agreement provides otherwise in connection with any termination of employment or service by reason of death or Disability. 

  
 7 













 
Notwithstanding the foregoing, in the event of the termination of employment or service of the Participant on account of fraud, dishonesty or other acts detrimental to the interests of the
Company or an affiliate, the Option and any SARs that relate to such Option shall thereafter be null and void for all purposes. 
 (a) Options. An
Award may be in the form of an Option. An Option awarded pursuant to the Plan may consist of either an Incentive Stock Option or a Nonqualified Stock Option; provided that Incentive Stock Options may be granted only to applicable Employees of the
Company or a “parent corporation” or a “subsidiary corporation” of the Company (as defined in Sections 424(e) and (f) of the Code, respectively). The Exercise Price of an Option shall be not less than the greater of the
nominal value or the Fair Market Value of the Shares on the Award Date. The term of an Option shall not exceed 10 years from the Award Date; provided that the period during which an Option may be exercised may be extended by the Committee or
pursuant to procedures of the Committee if the last day of such period occurs at a time when the Company has imposed a prohibition on trading of the Company’s securities in order to avoid violations of applicable federal, state, local or
foreign law; provided further, that the period during which the Option may be extended is not more than 30 days after the date on which such prohibition on trading is terminated. Options may not include provisions that “reload” the Option
upon exercise. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Option, including, but not limited to, the term of any Option and the date or dates upon which the Option becomes vested and exercisable,
shall be determined by the Committee. Any Award of Incentive Stock Options shall satisfy the $100,000 limit on the aggregate Fair Market Value of Shares subject to Incentive Stock Options that may become exercisable for the first time by any
individual during any calendar year, as determined under Section 422(d) of the Code. Any Award of Incentive Stock Options to a 10-percent shareholder, as defined in Section 422(b)(6) of the Code
shall meet the requirements of Section 422(c)(5) of the Code. The Award Agreement applicable to any Award intended to qualify as an Incentive Stock Option shall so designate the Award as an Incentive Stock Option. 

(b) Stock Appreciation Rights. An Award may be in the form of a SAR. The Exercise Price for a SAR shall not be less than the greater of the nominal
value or the Fair Market Value of the Shares on the Award Date. The holder of a tandem SAR may elect to exercise either the Option or the SAR, but not both. The exercise period for a SAR shall extend no more than 10 years after the Award Date. SARs
may not include provisions that “reload” the SAR upon exercise. Subject to the foregoing provisions, the terms, conditions, and limitations applicable to any SAR, including, but not limited to, the term of any SAR and the date or dates
upon which the SAR becomes vested and exercisable, shall be determined by the Committee. 
 (c) Stock Awards. An Award may be in the form of a Stock
Award, including a Restricted Stock Award, a Restricted Stock Unit Award or a Performance Award as further described below. The terms, conditions and limitations applicable to any Stock Award, including, but not limited to, vesting or other
restrictions, shall be determined by the Committee. To the extent otherwise required by, and subject to any provision of, any applicable law or regulation of any governmental authority or any national securities exchange, there shall not be any
purchase price charged for any Stock Award under the Plan. 

  
 8 














	 	(i)	 Restricted Stock Awards. The terms, conditions and limitations applicable to a Restricted Stock Award,
including, but not limited to, the Restriction Period and the rights to vote or receive dividends and other distributions with respect to the Shares subject to the Restricted Stock, if any, shall be determined by the Committee.



  

	 	(ii)	 Restricted Stock Unit Awards. The terms, conditions and limitations applicable to a Restricted Stock
Unit Award, including, but not limited to, the Restriction Period and the right to Dividend Equivalents, if any, shall be determined by the Committee. Subject to the terms of the Plan, the Committee, in its sole discretion, may settle Restricted
Stock Units in the form of cash or by the allotment and issuance, transfer or delivery of Shares (or in a combination thereof) equal to the value of the vested Restricted Stock Units. 



(d) Performance Awards. An Award may be in the form of a Performance Award. The terms, conditions and limitations applicable to an Award that is a
Performance Award shall be determined by the Committee. The Committee shall set Performance Goals and performance criteria (as applicable) in its discretion which, depending on the extent to which they are met, will determine the value and/or amount
of Performance Awards that will be paid out to the Participant and/or the portion of an Award that may be exercised. A “Performance Goal” means each goal established in writing by the Committee and may include one or more of the
following criteria with respect to the Company, any Subsidiary or any division or operating unit thereof: 
  

	 	•	 	 return measures (which include various return on equity, return on assets and return on invested capital
measures); 


  

	 	•	 	 revenue and income measures (which include various revenue, gross margin, income from operations, net income, net
sales, backlog, earnings per share, earnings before interest, taxes, depreciation and amortization (EBITDA), earnings before interest and taxes (EBIT) and economic value added (EVA) measures); 



 

	 	•	 	 expense measures (which include various costs of goods sold, selling, finding and development costs, operating
and maintenance expenses, general and administrative expenses and overhead costs measures); 


  

	 	•	 	 operating measures (which include various productivity, total costs, operating income, funds from operations,
cash from operations, after-tax operating income, market share, margin, sales volumes, availability, commercial capacity factor and total margin capture factor measures); 



 

	 	•	 	 cash flow measures (which include various net cash flow from operating activities and working capital, adjusted
cash flow and free cash flow measures); 


  

	 	•	 	 liquidity measures (which include various earnings before or after the effect of certain items such as interest,
taxes, depreciation and amortization measures); 


  

	 	•	 	 leverage measures (which include various
debt-to-equity ratio, gross debt and net debt measures); 


  

	 	•	 	 market measures (which include various market share, stock price, growth measure, total shareholder return and
market capitalization measures); 



  
 9 














	 	•	 	 corporate value measures (which include various compliance, safety, environmental and personnel measures,
including, management succession); and 


  

	 	•	 	 other measures such as those relating to mergers, acquisitions, dispositions, or similar transactions, strategic
accomplishments, or to customer satisfaction. 


 Unless otherwise stated, such a Performance Goal need not be based upon an increase or
positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). 

9. Award Payment; Dividends and Dividend Equivalents. 

(a) General. Payment of Awards by the Company (or Trustee, as applicable) may be made in the form of cash or by the allotment and issuance, transfer of
delivery of Shares (evidenced by book-entry registration), or a combination thereof, and may include such restrictions as the Committee shall determine, including, but not limited to, in the case of Shares, restrictions on transfer and forfeiture
provisions. For a Restricted Stock Award, the certificates evidencing the shares of such Restricted Stock (to the extent that such shares are so evidenced) shall contain appropriate legends and restrictions that describe the terms and conditions of
the restrictions applicable thereto. For a Restricted Stock Unit Award that may be settled by the allotment and issuance, transfer or delivery of Shares, the Restricted Stock Units shall be evidenced by book-entry registration or in such other
manner as the Committee may determine. Any payment of cash or any allotment and issuance, transfer or delivery of Shares to the recipient of any Award, or to his or her legal representative, heir, legatee or distributee, in accordance with the
provisions hereof, shall, to the extent thereof, be in full satisfaction of all applicable claims of such persons hereunder. The Committee may require any such person, as a condition precedent to such payment, to execute a release and receipt
therefor in such form as the Committee shall determine. 
 (b) Dividends and Dividend Equivalents. 

Rights to (i) dividends or other distributions may be extended to and made part of any Restricted Stock Award and (ii) Dividend Equivalents may be
extended to and made part of any Restricted Stock Unit Award, subject in each case to such terms, conditions and restrictions as the Committee may establish as set forth in the Award Agreement thereto; provided, however, that such dividends and
Dividend Equivalents shall be payable at the same time, and shall be subject to the same conditions, that are applicable to the underlying Award. Accordingly, the right to receive such dividends and Dividend Equivalent payments shall be forfeited to
the extent that the underlying Restricted Stock or RSUs do not vest, are forfeited or are otherwise cancelled pursuant to such Award. Notwithstanding any provision herein to the contrary, dividends and/or Dividend Equivalents shall not be made part
of any Options or SARs. 
 10. Option and SAR Exercise. At any time, and from time to time, during the period when any Option and any SARs
that relate to such Option, or a portion thereof, are exercisable, such Option or SARs, or portion thereof, may be exercised in whole or in part; provided, however, that the Committee may require any Option or SAR that is partially exercised to be
so exercised with respect to at least a stated minimum number of Shares. Each exercise of an Option, or a portion thereof, shall be evidenced by a notice in writing to the Company. The Exercise Price shall be paid in full at the time of exercise in
cash or, if permitted by the Committee and elected by the 

  
 10 













 
Participant, the Participant may purchase such shares by means of surrendering, or otherwise forfeiting or surrendering the right to require the Company to allot and issue, transfer, or deliver
Shares with respect to which the Option is being exercised, or tendering Shares, valued at Fair Market Value on the date of exercise, or any combination of the foregoing methods, or otherwise entering into arrangements to pay the Exercise Price in a
form acceptable to the Company. The Committee, in its sole discretion, may determine acceptable methods for Participants to tender Shares, including tender by attestation of shares held by a broker. The Committee may provide for procedures to permit
the exercise or purchase of such Awards by use of the proceeds to be received from the sale of Shares issuable pursuant to an Award (including cashless exercise procedures approved by the Committee involving a broker or dealer approved by the
Committee). The Committee may adopt additional rules and procedures regarding the exercise of Options from time to time; provided that such rules and procedures are not inconsistent with the provisions of this Paragraph 10. 

11. Taxes. The Company shall have the right to require payment of applicable taxes, social security obligations and pension plan obligations (or
similar charges) as a condition to settlement of any Award. The amount determined by the Committee to be due upon the grant or vesting of any Award, or at any other applicable time, shall be paid in full at the time of exercise in cash or, if
permitted by the Committee in its discretion, by means of surrendering, or otherwise forfeiting or surrendering the right to require the Company to allot and issue, transfer, or deliver Shares with respect to the Award, or tendering Shares, valued
at Fair Market Value on the date of exercise, or any combination of the foregoing methods, or otherwise entering into arrangements to pay the withholding amount in a form acceptable to the Company. The Committee may take or require such other action
as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes and other charges; provided, however, that to the extent a Participant surrenders Shares, or otherwise forfeits or surrenders the right to
require the Company to allot and issue, transfer, or deliver Shares, the number of such Shares must equal in Fair Market Value no more than the sum of (i) the amount of withholding due based on the withholding rate(s) applied by the Company, in
its discretion, in accordance with the applicable withholding laws and regulations in effect at the time such withholding is required, if at all, and (ii) such other charges. If Shares subject to the Award are used as set forth above to satisfy
tax or other charges, such shares shall be valued based on the Fair Market Value on the date as of which the amount of the tax or charges is determined. Other Shares tendered to pay taxes or charges will be valued based on the Fair Market Value on
the date received by the Company. 
 12. Amendment, Modification, Suspension or Termination. The Board may amend, modify, suspend or terminate
the Plan (and the Committee may amend an Award Agreement) for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that: (a) no amendment or alteration that would materially
adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant, except to the extent that such action is required by, or is necessary to comply with, law or
preserve the intended tax treatment of such Award; (b) no amendment or alteration shall be made that would result in Part A of the Plan ceasing to be an employees’ share scheme for the purposes of Section 1166 of the UK Companies Act
2006; and (c) no amendment or alteration shall be effective prior to its approval by the shareholders of the Company to the extent shareholder approval is otherwise required by applicable legal requirements or the requirements of the securities
exchange on which the Company’s stock is listed, including 

  
 11 













 
any amendment that expands the types of Awards available under the Plan, materially increases the number of Shares available for Awards under the Plan, materially expands the classes of persons
eligible for Awards under the Plan, materially extends the term of the Plan, materially changes the method of determining the Exercise Price of Options or SARs, deletes or limits any provisions of the Plan that prohibit the repricing of Options or
SARs, or decreases any minimum vesting requirements for any Stock Award. 
 13. Assignability. Unless otherwise determined by the Committee
and expressly provided for in an Award Agreement or except as provided below, no Award and no Shares subject to Awards that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold,
assigned, transferred, pledged or otherwise encumbered, other than by (a) will or the laws of descent and distribution (it being understood that such Award may, as applicable, be exercised during the life of the Participant only by the
Participant or the Participant’s guardian or legal representative), or (b) pursuant to a domestic relations order issued by a court of competent jurisdiction that is not contrary to the terms and conditions of the Plan or applicable Award
and in a form acceptable to the Committee. Notwithstanding the foregoing, a Participant may assign or transfer an Award with the consent of the Committee (i) for charitable donations, (ii) to the Participant’s spouse or former spouse,
children or grandchildren (including any adopted and stepchildren and grandchildren), (iii) a trust for the benefit of the Participant and/or the persons referred to in clause (ii), or (iv) a partnership or limited liability company whose only
partners or members include the Participant and/or the persons referred to in clause (ii) (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be bound by and subject to all of the terms and
conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Committee evidencing such obligations; and provided further that such Participant shall remain bound by the terms and
conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Paragraph 13. Notwithstanding the foregoing, no Incentive Stock Option granted
under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. 

14. Adjustments. 
 (a) No Limit on Corporate
Power. The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the share capital
of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Shares) or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

 (b) Adjustments. If at any time while the Plan is in effect there shall be any increase or decrease in the number of allotted and issued and
outstanding Shares of the Company effected without receipt of consideration therefor by the Company, through the declaration of a dividend in Shares or through any recapitalization, amalgamation, merger, demerger or conversion or otherwise in


  
 12 













 
which the Company is the surviving corporation, resulting in a split-up, combination or exchange of Shares of the Company, then and in each such event:

  

	 	(i)	 An appropriate adjustment shall be made in the Maximum Share Limit, to the end that the same proportion of the
Company’s allotted and issued and outstanding Shares shall continue to be subject to being optioned and awarded under the Plan; 


  

	 	(ii)	 Appropriate adjustment shall be made (x) in the number of Shares and the Exercise Price per Share thereof
then subject to purchase pursuant to each Option or Stock Appreciation Right previously granted and then outstanding, to the end that the same proportion of the Company’s allotted and issued and outstanding Shares in each such instance shall
remain subject to purchase at the same aggregate Exercise Price (provided that no adjustment may be made that shall reduce the Exercise Price per Share under Option below the nominal value per Share); and (y) in the number of Shares then
subject to each Stock Award previously awarded and then outstanding, to the end that the same proportion of the Company’s allotted and issued and outstanding Shares in each such instance shall remain subject to allotment and issuance, transfer
or delivery in settlement of such Award; and 


  

	 	(iii)	 In the case of Incentive Stock Options, any such adjustments shall in all respects satisfy the requirements of
Section 424(a) of the Code and the Treasury Regulations and other guidance promulgated thereunder. 


 (c) Actions not Triggering
Adjustments. Except as is otherwise expressly provided herein, the allotment and issuance by the Company of shares of its capital securities of any class, or securities convertible into shares of capital securities of any class, either in
connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of Shares then subject to outstanding Awards or the relevant purchase price with respect to any Option or SAR. For the avoidance of doubt, no adjustment will be made for issuances of common
shares resulting from the exercise of warrants issued at the Effective Time. 
 (d) Change in Control. Upon a Change in Control, the Committee,
acting in its sole discretion without the consent or approval of any Participant, shall effect one or more of the following alternatives, which may vary among individual Participants and which may vary among Awards held by any individual
Participant: (i) provide for the substitution of a new Award or other arrangement (which, if applicable, may be exercisable for such property or stock as the Committee determines) for an Award or the assumption of the Award, regardless of
whether in a transaction to which Section 424(a) of the Code applies, (ii) provide for acceleration of the vesting and exercisability of, or lapse of restrictions, in whole or in part, with respect to, the Award and, if the transaction is
a cash merger, provide for the termination of any portion of the Award that remains unexercised at the time of such transaction, or (iii) cancel any such Awards and to deliver to the Participants cash in an amount that the Committee shall
determine in its sole discretion is equal to the fair market value of such Awards on the date of such event, which in the case of Options or Stock Appreciation Rights shall be the excess of the Fair Market Value of Shares on such date over the
Exercise Price of such Award. 

  
 13 













 (e) Other Adjustments. In the event of any change in the capitalization of the Company or a
corporate change other than those specifically referred to in this Paragraph 14, the Committee, acting in its sole discretion without the consent or approval of any Participant and in a manner consistent with Section 409A of the Code, may make
such adjustments in the number and class of shares or other property subject to Options, Stock Appreciation Rights and Restricted Stock Units outstanding on the date on which such change occurs and in any applicable Exercise Price as the Committee
may consider appropriate to prevent dilution or enlargement of rights. In addition, if and to the extent the Committee, acting in its sole discretion without the consent or approval of any Participant, determines it is appropriate, the
Committee may elect to cancel each or any Option, Stock Appreciation Right and Restricted Stock Unit outstanding immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the
Participant to whom such Award was granted an amount in cash, (A) for each Share subject to such Option or Stock Appreciation Right, respectively, equal to the excess of (i) the Fair Market Value of a Share on the date of such cancellation
over (ii) the applicable Exercise Price (B) for each Share subject to such Restricted Stock Unit equal to the Fair Market Value of a Share on the date of such cancellation. 

(f) Section 409A. No adjustment or substitution pursuant to this Paragraph 14 shall be made in a manner that results in noncompliance with the
requirements of Section 409A of the Code, to the extent applicable. 
 15. Restrictions. No Shares or other form of payment shall be
allotted and issued, transferred, or delivered with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such allotment and issuance, transfer, or delivery will be in compliance with applicable federal
and state securities laws and the rules of any applicable national securities exchange. Shares delivered under the Plan may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the United States Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Shares are then listed or are admitted for quotation and any applicable federal or
state securities law. The Committee may cause a legend or legends to be placed upon certificates evidencing Shares (if any) to make appropriate reference to such restrictions. The Committee may, in its discretion, condition the Company’s
obligation to allot and issue, transfer or deliver Shares under the Plan upon its receipt from the person to whom such Shares are to be allotted and issued, transferred or delivered of an executed investment letter containing such representations
and agreements as the Company may determine to be necessary or advisable in order to enable the Company to allot, issue, transfer or deliver such Shares to such person in compliance with the United States Securities Act of 1933 and other applicable
federal, state or local securities laws or regulations. 
 16. Unfunded Plan. The Plan is unfunded. Although bookkeeping accounts may be
established with respect to Participants who are entitled to cash, Shares or rights thereto under the Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at
any time be represented by cash, Shares or rights thereto, nor shall the Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Shares or rights thereto to be
granted under the Plan. Any liability or obligation of the Company to any Participant with respect to an Award of cash, Shares or rights thereto under the Plan shall be based solely upon 

  
 14 













 
any contractual obligations that may be created by the Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other
encumbrance on any property of the Company. None of the Company, the Board or the Committee shall be required to give any security or bond for the performance of any obligation that may be created by the Plan. With respect to the Plan and any Awards
granted hereunder, Participants are general and unsecured creditors of the Company and have no rights or claims except as otherwise provided in the Plan or any applicable Award Agreement. 

17. Section 409A of the Code. 
 (a)
Interpretation. Awards made under the Plan are intended to be exempt from, and to the extent not exempt, to comply with Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner
consistent with such intent. No payment, benefit or consideration shall be substituted for an Award if such action would result in the imposition of taxes under Section 409A of the Code. Notwithstanding anything in the Plan to the contrary, if
any Plan provision or Award under the Plan would result in the imposition of an additional tax under Section 409A of the Code, that Plan provision or Award shall be reformed, to the extent permissible under Section 409A of the Code, to
avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant’s rights to an Award. To the extent applicable, each amount or benefit payable pursuant to the Plan and any Award Agreement shall be
deemed a separate payment for purposes of Section 409A. The Committee shall use commercially reasonable efforts to implement the provisions of this Section in good faith, but in no event does the Company, any Subsidiaries, the Committee, or the
Board guarantee any particular tax outcome and the Participant is solely responsible for any tax, interest or any penalty in connection with an Award, including any tax under Section 409A of the Code. 

(b) Settlement of RSUs. Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit Award (or portion thereof if the
Award is subject to a vesting schedule) shall be settled no later than the 15th day of the third month after the end of the first calendar year in which the Award (or such portion thereof) is no longer subject to a “substantial risk of
forfeiture” within the meaning of Section 409A of the Code. If the Committee determines that a Restricted Stock Unit Award is intended to be subject to Section 409A of the Code, the applicable Award Agreement shall include terms that
are designed to satisfy the requirements of Section 409A of the Code. 
 (c) Specified Employees. If the Participant is identified by the
Company as a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury
Regulation § 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Section 409A of the Code shall be paid or settled on the
earliest of (i) as soon as practicable after, but in no event more than ten days after, the first business day following the expiration of six months from the Participant’s separation from service, (ii) as soon as practicable after
the date of the Participant’s death, or (3) such earlier date as complies with the requirements of Section 409A of the Code. 

  
 15 













 18. Awards to Foreign Nationals and Participants Outside the United States. The Committee may,
without amending the Plan, (a) establish special rules applicable to Awards granted to Participants who are foreign nationals, are employed or otherwise providing services outside the United States, or both, including rules that differ from
(but do not enlarge on) those set forth in the Plan, and (b) grant Awards to such Participants in accordance with those rules. 
 19.
Governing Law. The Plan and all determinations made and actions taken pursuant hereto, shall be undertaken by application of the laws of the State of Texas, except to the extent Texas law is preempted by Federal law of the United States or
the laws of England and Wales. 
 20. Right to Continued Employment or Service. Nothing in the Plan or an Award Agreement shall interfere with
or limit in any way the right of the Company or any of its Subsidiaries to terminate any Participant’s employment, or other service relationship with the Company or its Subsidiaries at any time, nor confer upon any Participant any right to
continue in the capacity in which he or she is employed or otherwise serves the Company or its Subsidiaries. 
 21. Nominal Value. A
Participant may be required by the Committee, in its discretion, or pursuant to procedures of the Committee, to pay the nominal value of any Shares allotted and issued, transferred or delivered hereunder, it being understood that the provisions of
Paragraph 10 (relating to payment of the Exercise Price of Options) shall apply mutatis mutandis in respect of any applicable payment of nominal value. 

22. Clawback. Notwithstanding anything to the contrary contained in the Plan, any Award shall be subject to recovery or clawback by the Company
under any clawback policy adopted by the Company whether before or after the date of grant of the Award. 
 23. Rights of Third Parties. It is
not intended that any of the terms of the Plan should be enforceable by any third party pursuant to the UK Contract (Rights of Third Parties) Act 1999. 

24. Consent to Holding and Processing of Personal Data. By participating in the Plan, participants give their consent to the holding and
processing of data relating to them (including personal data) in relation to and as a consequence of the Plan and to the disclosure of data (even outside the European Economic Area) to their employer, or any Subsidiary, Trustee, to any possible
purchaser of their employer or their employer’s business or of any Subsidiary or the Company and their respective advisors in relation to the Plan. 

25. Term. Unless previously terminated, the Plan shall terminate and no additional Awards may be granted on the expiration of 10 years after the
Plan’s last approval by shareholders of the Company. The Plan shall continue in effect with respect to Awards granted before termination of the Plan and until such Awards have been settled, terminated or forfeited. 

26. Usage. Words used in the Plan in the singular shall include the plural and in the plural the singular, and the gender of words used shall be
construed to include whichever may be appropriate under any particular circumstances of the masculine, feminine or neuter genders. 
 27. Notice.
All notices and other communications from a Participant to the Committee under, or in connection with, the Plan shall be deemed to have been filed with the Committee when actually received in the form specified by the Committee at the location,
or by the person, designated by the Committee for the receipt of any such notices and communications. 

  
 16 













 28. Headings. The headings in the Plan are inserted for convenience of reference only and
shall not affect the meaning or interpretation of the Plan. 
 29. Non-Uniform Determinations. The
Committee’s determinations under the Plan and with respect to Awards granted under the Plan need not be uniform and may be made by it selectively among persons who receive, or who are eligible to receive, Awards under the Plan (whether or not
such persons are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to (a) the persons to receive Awards under the Plan, (b) the terms and provisions of Awards under the Plan, and (c) the treatment of leaves of absence.

 30. Successors and Assigns. The Plan and any Award Agreements shall be binding upon and inure to the benefit of the Company, its
Subsidiaries and their successors and assigns. 
 31. Survival of Terms; Conflicts. The provisions of the Plan shall survive the termination
of the Plan to the extent consistent with, or necessary to carry out, the purposes thereof. To the extent of any conflict between the Plan and any Award Agreement, the Plan shall control; provided, however, that any Award Agreement may
impose greater restrictions or grant lesser rights than the Plan. 
 32. Term of Plan. Unless sooner terminated by the Board, the Plan shall
terminate on February 18, 2031, the tenth anniversary of the adoption of the Plan. No Awards shall be made under the Plan after either such date, as applicable. All Awards made under the Plan prior to its termination shall remain in effect
until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements. 

33. Paragraph Headings; Construction. The paragraph headings contained herein are for the purpose of convenience only and are not intended to
define or limit the contents of the paragraphs. All words used in the Plan shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the
preceding words or terms. 

  
 17 













 ATTACHMENT 1 

DEFINITION OF CHANGE IN CONTROL 
 For
purposes of the Plan, a “Change in Control” shall be deemed to have occurred upon the occurrence of any of the following events: 
 (i) the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of more than 50% of either (A) the then outstanding registered Shares of the Company (the “Outstanding Shares”) or (B) the combined voting
power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this paragraph
(i) the following acquisitions shall not constitute a Change in Control: (w) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (x) any acquisition by the Company,
(y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by the Company, or (z) any acquisition by any company pursuant to a reorganization, merger, amalgamation
or consolidation, if, following such reorganization, merger, amalgamation or consolidation, the conditions described in clauses (A), (B) and (C) of subparagraph (iii) of this definition are satisfied; 

(ii) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute a majority of
such Board; provided, however, that any individual becoming a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of
the directors of the Company then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; 

(iii) consummation of a reorganization, merger, amalgamation or consolidation of the Company, with or without approval by the shareholders of the Company, in
each case, unless, following such reorganization, merger, amalgamation or consolidation, (A) more than 50% of, respectively, the then outstanding shares of common stock (or equivalent security) of the company resulting from such reorganization,
merger, amalgamation or consolidation and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Shares and Outstanding Voting Securities immediately prior to such reorganization, merger, amalgamation or consolidation in
substantially the same proportions as their ownership, immediately prior to such reorganization, merger, amalgamation or consolidation, of the Outstanding Shares and Outstanding Voting Securities, as the case may be, (B) no Person (excluding
the Company, any employee benefit plan (or related trust) of the Company or such company resulting from such reorganization, merger, amalgamation or consolidation, and any Person beneficially owning, immediately prior to such reorganization, merger,
amalgamation or consolidation, directly or indirectly, 25% or more of the Outstanding Shares or Outstanding Voting 

  
 18 













 
Securities, as the case may be) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock (or equivalent security) of the company
resulting from such reorganization, merger, amalgamation or consolidation or the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors, and (C) a majority of the
members of the board of directors of the company resulting from such reorganization, merger, amalgamation or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization,
merger, amalgamation or consolidation; 
 (iv) consummation of a sale or other disposition of all or substantially all the assets of the Company, with or
without approval by the shareholders of the Company, other than to a company, with respect to which following such sale or other disposition, (A) more than 50% of, respectively, the then outstanding shares of common stock (or equivalent
security) of such company and the combined voting power of the then outstanding voting securities of such 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 Shares and Outstanding Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding Shares and Outstanding Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such
company, and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 25% or more of the Outstanding Shares or Outstanding Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 25% or more of, respectively, the then outstanding shares of common stock (or equivalent security) of such company or the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the
election of directors, and (C) a majority of the members of the board of directors of such company were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other
disposition of assets of the Company; or 
 (v) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 

Notwithstanding the foregoing, or anything to the contrary set forth herein, a transaction or series of related transactions 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 such transaction(s), 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 Shares and Outstanding Voting Securities immediately prior to such transaction(s) in substantially the same proportion as their ownership immediately
prior to such transaction(s) of the Outstanding Shares and Outstanding Voting Securities, as the case may be, or (B) the shares of Outstanding Voting Securities outstanding immediately prior to such transaction(s) 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(s). 

  
 19 













 Notwithstanding the foregoing, if an Award is subject to Section 409A of the Code, the definition of
Change in Control shall conform to the requirements of Section 409A(a)(2)(A)(v) of the Code and the Treasury Regulations promulgated thereunder to the extent necessary to avoid the imposition of any tax by such Section 409A of the Code.


  
 20 













 NOBLE CORPORATION 

2021 LONG-TERM INCENTIVE PLAN 

PART B 
 Relating to grants to Employees of
certain Subsidiaries 
 This Part B to the Noble Corporation 2021 Long-Term Incentive Plan governs Awards granted to Employees of entities which are
Subsidiaries of the Company as defined in this Part B, but are not Subsidiaries as defined in Part A. Awards granted pursuant to this Part B are subject to all of the terms and conditions set forth in Part A of the Plan, which is incorporated by
reference as if set forth in this Part B, except as modified by the following provisions, which shall replace and/or supplement certain provisions of Part A of the Plan as indicated. 

ARTICLE 1: DEFINITIONS 
 The following
definitions replace or supplement the definitions in Paragraph 2 of Part A of the Plan with respect to Awards to Employees of a Subsidiary (as defined below): 

“Subsidiary” means (1) in the case of a corporation, any corporation of which the Company directly or indirectly owns shares
representing more than 50% of the combined voting power of the shares of all classes or series of capital stock of such corporation that have the right to vote generally on matters submitted to a vote of the shareholders of such corporation, and
(2) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly more than 50% of the voting, capital or profits interests (whether in the form of
partnership interests, membership interests or otherwise), which does not constitute a “subsidiary” within the meaning of Section 1159 of the UK Companies Act 2006. 

ARTICLE 2: SHARES SUBJECT TO PLAN 
 Shares
offered or subject to Awards granted under Part B of the Plan shall count towards the limits set forth in Paragraph 5 of Part A of the Plan on an aggregate basis, taking account any Awards granted under Parts A and B. No Awards may be granted under
Part B of the Plan which would cause the limits set forth in Paragraph 5, applied on an aggregate basis, to be exceeded. 
 ARTICLE 3:
SOURCE OF SHARES 
 No newly issued Shares may be offered or subject to Awards granted under Part B of the Plan, except to the extent the Company’s
shareholders have approved the issue and allotment of such Shares and the disapplication of pre-emption rights in respect of such Shares, whether under the Company’s standing shareholder authorities or by
way of separate shareholder approval. 

  
 21 













 ARTICLE 4: FUNDING 

The Company shall not provide any funding in connection with the acquisition of Shares by any Participant under Part B of the Plan (which prohibition shall
include the funding of any employee trust in relation to the same). 

  
 22 













 NOBLE CORPORATION 

2021 LONG-TERM INCENTIVE PLAN 

UK SCHEDULE 
 The following provisions will
apply to Awards granted under the Plan to any UK Participant. 
  

	1.	 Definitions 



“Employer NICs” means secondary Class 1 National Insurance contributions. 

“UK Participant” means any Participant who is resident for tax purposes in the United Kingdom. 

All other capitalized terms used in this Schedule shall be as defined under the Plan rules. 

 

	2.	 Participation limited to Employees 



 

	2.1	 Awards under this Schedule may be granted only to the bona fide employees or former employees of the Company
and its group as defined for the purposes of the “employee share schemes” exemption under Article 60(2) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005/1529, and “Employee” shall be interpreted
accordingly for the purposes of this Schedule. 


  

	3.	 Rights of Participants and eligible Employees 



 

	3.1	 The Plan is a discretionary benefit operated by the Company, and no Employee participates as of right in the
Plan. The grant of Awards does not imply a right to participate or to be considered for participation in a later grant. 


  

	3.2	 A Participant waives all and any rights to compensation or damages for the termination of the
Participant’s office or employment with the Company or a Subsidiary for any reason whatsoever (including unlawful termination of employment) insofar as those rights arise or may arise from the Participant ceasing to have rights under the Plan
as a result of that termination or from the loss or diminution in value of such rights or entitlements. Nothing in the Plan or in any document executed under it will give any person any right to continue in employment or will affect the right of the
Company or a Subsidiary to terminate the employment of any Participant, eligible Employee or any other person without liability at any time, with or without cause, or will impose on the Company or a Subsidiary or their respective agents, employees
and officers any liability in connection with the loss of a Participant’s benefits or rights under the Plan or as a result of the exercise of a discretion under the Plan for any reason as a result of the termination of the Participant’s
employment. 


  

	4.	 Non-assignability 



No Award granted under this Schedule may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. 

  
 23 














	5.	 Employer NICs 



The Committee may require a Participant, as a condition of the grant, vesting or exercise of an Award, to enter into an agreement to bear the
cost of or an election for the transfer of the liability for any Employer NICs which arise on the grant, vesting, exercise or otherwise in connection with an Award. For the avoidance of doubt, the reference in Paragraph 11 to “social security
obligations” shall include the amount of any such Employer NICs which the Participant has lawfully agreed to bear. 
  

	6.	 Data Protection 



Paragraph 24 shall be deleted and replaced with the following: 

Participants and eligible Employees acknowledge that personal data in relation to them may be held by the Company, any Subsidiary, their
employer, and/or any Trustee and passed onto a third-party broker, registrar, advisor, administrator and/or future purchaser of the Company or any Subsidiary for the operation or administration of the Plan. The Company is the data controller in
relation to this processing of personal data for the purposes of applicable data protection laws. Further information about how the Company processes personal data of Participants and eligible Employees is set out in the Company’s privacy
notice, available at noblecorp.com. 

  
 24