exv10w2



 





Exhibit 10.2




SECOND AMENDED AND RESTATED

NOBLE CORPORATION

1992 NONQUALIFIED STOCK OPTION AND SHARE PLAN

FOR NON-EMPLOYEE DIRECTORS




RECITALS




     WHEREAS, Noble Drilling Corporation, a Delaware corporation (“Noble-Delaware”), established on
December 17, 1992 the Noble Drilling Corporation 1992 Nonqualified Stock Option Plan for
Non-Employee Directors;



     WHEREAS, Noble Corporation, a Cayman Islands exempted company limited by shares (the
“Company”), assumed such plan in connection with the corporate restructuring of Noble-Delaware and
amended and restated such plan as of February 4, 2005 (as amended and restated through such date,
the “Original Plan”);



     WHEREAS, it is the purpose of the Original Plan to promote the interests of the Company and
its members by attracting, retaining and stimulating the performance of qualified non-employee
directors by giving them the opportunity to acquire a proprietary interest in the Company and an
increased personal interest in its continued success and progress;



     WHEREAS, pursuant to the provisions of Section 6.01, the Board of Directors of the Company may
amend the Original Plan; and



     WHEREAS, the Board of Directors of the Company has determined that it is advisable to amend
and restate the Original Plan and that such amendment and restatement of the Original Plan is
appropriate and in the best interests of the Company and its members;



     NOW, THEREFORE, the Company does hereby amend and restate the Original Plan as follows:



ARTICLE I




GENERAL




     1.01 Definitions. As used herein the following terms shall have the following
meanings:




     (a) “Award Date” means the date selected by the Board for annual awards pursuant to
this Plan, or if no such date is selected by the Board, the date on which the Board action
approving any such awards is taken.




     (b) “Board” means the Board of Directors of the Company.




     (c) “Code” means the United States Internal Revenue Code of 1986, as amended.




     (d) “Company” means Noble Corporation, a Cayman Islands exempted company limited by shares, and its successors.




     (e) “Director” means a member of the Board and does not include any person named as a
director emeritus pursuant to the articles of association of the Company.




     (f) “Effective Date” means October 25, 2007, the date of adoption of the Plan by the
Board.




     (g) “Employee” means any employee of the Company or any parent or subsidiary
corporation of the Company within the meaning of Sections 424(e) and (f) of the Code.




     (h) “Fair Market Value” means (1) the average of the closing sales prices of the
Ordinary Shares for the 10 business days immediately preceding the date in question, as
reported on a national



 









 







securities exchange (if the Ordinary Shares are listed for trading on such exchange), or (2)
if the Ordinary Shares are not listed for trading on a national securities exchange or any
similar system then in use, then the average of the mean between the bid and asked prices of
the Ordinary Shares for the 10 business days immediately preceding the date in question, as
reported by the National Association of Securities Dealers, Inc. Such closing sales prices
shall be appropriately adjusted to take into account any share dividend, split or
combination with respect to the Ordinary Shares that occurs within such 10 business day
period.




     (i) “Immediate Family Members” means the spouse, former spouse, children (including
stepchildren) or grandchildren of an individual.




     (j) “Initial Award” shall have the meaning assigned to such term in Section 4.01
hereof.




     (k) “Non-Employee Director” shall mean an individual who (1) is now, or hereafter
becomes, a Director by virtue of an election (a) by the members of the Company, or (b) to
the extent permitted under applicable law and the articles of association of the Company, by
the Board for the purpose of filling a vacancy on the Board resulting from the death,
disability, resignation, removal or retirement of a Director or from an increase in the
number of persons constituting the entire Board, (2) is neither an Employee nor an officer
of the Company (i.e., an individual elected or appointed by the Board or chosen in such
other manner as may be prescribed in the articles of association of the Company to serve as
such) and (3) has not elected to decline to participate in the Plan with respect to a
particular Option or award of Restricted Shares pursuant to Section 1.03 hereof.




     (l) “Option” means any option to purchase Ordinary Shares granted pursuant to the Plan.




     (m) “Optionee” means a Non-Employee Director who has been granted an Option.




     (n) “Option Period” shall have the meaning assigned to such term in Section 3.02(d)
hereof.




     (o) “Ordinary Shares” means the Ordinary Shares, par value US$0.10 per share, of the
Company.




     (p) “Plan” shall mean this Second Amended and Restated Noble Corporation 1992
Nonqualified Stock Option and Share Plan for Non-Employee Directors, as it may be amended
from time to time.




     (q) “Restricted Shares” means (i) for periods prior to the Effective Date, Ordinary
Shares issued or transferred with restrictions pursuant to Section 4.02 hereof and (ii) for
periods on or after the Effective Date, Ordinary Shares issued or transferred with such
restrictions as the Board may determine.




     (r) “Vesting Period” shall have the meaning assigned to such term in Section 4.02(b)
hereof.



     1.02 Options. The Options shall be options that are not qualified as “incentive stock
options” under Section 422 of the Code.



     1.03 Election to Not Participate in Awards. A Director otherwise eligible to
participate in the Plan may elect to decline to accept any award of Ordinary Shares or Restricted
Shares by giving notice thereof to the Company, or in the case of an award of Restricted Shares, by
refusing to execute a restricted share agreement relating to such award.



ARTICLE II




ADMINISTRATION




     The Plan shall be administered by the Board. The Board shall have no authority, discretion or
power to select the Non-Employee Directors who will receive awards of Ordinary Shares or Restricted
Shares but shall have the authority to set the number of Ordinary Shares or Restricted Shares
covered by each award subject to the express



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provisions of the Plan. The Board shall administer the Plan subject to the express provisions
hereof, including Section 6.01.




     Subject to the foregoing limitations, the Board shall have authority and power to adopt such
rules and regulations and to take such action as it shall consider necessary or advisable for the
administration of the Plan, and to construe, interpret and administer the Plan. The decisions of
the Board relating to the Plan shall be final and binding upon the Company, the Non-Employee
Directors, the Optionees, the holders of Ordinary Shares or Restricted Shares and all other
persons. No member of the Board shall incur any liability by reason of any action or determination
made in good faith with respect to the Plan or any share option agreement or restricted share
agreement entered into pursuant to the Plan.



ARTICLE III




OPTIONS




     3.01 Participation. No Options shall be granted pursuant to this Plan from and after
the Effective Date. Each Non-Employee Director who has been granted Options prior to the Effective
Date shall continue to hold such Options on the terms and conditions described herein and in the
share option agreement evidencing such Options.



     3.02 Share Option Agreements. Each Option is evidenced by a written share option
agreement, which agreement was entered into by the Company and the Non-Employee Director to whom
the Option was granted. Each such agreement includes, incorporates or conforms to the following
terms and conditions, and such other terms and conditions not inconsistent therewith or with the
terms and conditions of this Plan as the agreement provides:




     (a) [Reserved]




     (b) [Reserved]




     (c) Price. The exercise price under each Option shall be the Fair Market Value
per Ordinary Share on the Award Date of such Option.




     (d) Option Period. Each Option shall be exercisable from time to time over a
period (i) commencing upon the earlier of (A) the date that is one year following the Award
Date of such Option and (B) the day immediately prior to the date of the next annual general
meeting of members occurring following such Award Date, provided that the date of such
annual general meeting of members is at least 355 days after such Award Date, and (ii)
ending upon the expiration of ten years from such Award Date (the “Option Period”), unless
terminated sooner pursuant to the provisions described in Section 3.02(e) below.




     (e) Termination of Services, Death, Etc. Each share option agreement shall
provide as follows with respect to the exercise of the Option evidenced thereby in the event
that the Optionee ceases to be a Director for the reasons described in this Section 3.02(e):




     (i) If the Optionee ceases to be a Director on account of such Optionee’s (a)
fraud or intentional misrepresentation, or (b) embezzlement, misappropriation or
conversion of assets or opportunities of the Company or any direct or indirect
majority-owned subsidiary of the Company, then the Option shall automatically
terminate and be of no further force or effect as of the date the Optionee ceases to
be a Director;




     (ii) If the Optionee shall die during the Option Period while a Director (or
during the additional five-year period provided by paragraph (iii) of this Section
3.02(e)), the Option may be exercised, to the extent that the Optionee was entitled
to exercise it at the date of the Optionee’s death, within five years after such
death (if otherwise within the Option Period), but not thereafter, by the executor
or administrator of the estate of such Optionee, or by the person or persons who
shall have acquired the Option directly from the Optionee by bequest or inheritance;
or



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     (iii) If an Optionee ceases to be a Director for any reason (other than the
circumstances specified in paragraphs (i) and (ii) of this Section 3.02(e)) within
the Option Period, the Option may be exercised, to the extent the Optionee was able
to do so at the date of termination of the directorship, within five years after
such termination (if otherwise within the Option Period), but not thereafter.




     (f) Transferability. No Option shall be transferable, other than by will or
the laws of descent and distribution, or the rules thereunder, or pursuant to a qualified
domestic relations order as defined in the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, and may be exercised during the life of the Optionee only
by the Optionee, except as otherwise provided herein below. Notwithstanding the foregoing,
all or a portion of the Options granted to an Optionee may be transferred by such Optionee
(i) by gift to the Immediate Family Members of such Optionee, partnerships whose only
partners are such Optionee or the Immediate Family Members of such Optionee, limited
liability companies whose only shareholders or members are such Optionee or the Immediate
Family Members of such Optionee, and trusts established solely for the benefit of such
Optionee or the Immediate Family Members of such Optionee, or (ii) to any other persons or
entities in the discretion of the Board; provided, that subsequent transfers of transferred
Options shall be prohibited except those in accordance with this Section (by will or the
laws of descent and distribution). Following transfer, any such Options shall continue to
be subject to the same terms and conditions as were applicable immediately prior to
transfer; provided, that for purposes of the Plan and any share option agreement under the
Plan, the term “Optionee” shall be deemed to refer to the transferee. The events of any
termination of association set forth in Section 3.02(e) of the Plan and in the share option
agreement shall continue to be applied with respect to the original Optionee, following
which the transferred Options shall be exercisable by the transferee only to the extent, and
for the periods, specified in Section 3.02(e) of the Plan and in the share option agreement.




     (g) Agreement to Continue in Service. Each Optionee shall agree to remain in
the service of the Company, at the pleasure of the Company’s members, for a continuous
period extending at least through the earlier of (i) the date that is one year following the
Award Date of the Option and (ii) the day immediately prior to the date of the next annual
general meeting of members occurring following such Award Date, at the retainer rate and fee
schedule then in effect or at such changed rate or schedule as the Company from time to time
may establish; provided, that nothing in the Plan or in any share option agreement
evidencing an Option shall confer upon such Optionee any right to continue as a Director.




     (h) Exercise, Payments, Etc. Each share option agreement between the Company
and an Optionee shall provide that the method for exercising the Option evidenced thereby
shall be by delivery to the President of the Company by United States registered or
certified mail, postage prepaid, addressed to the Company, or by hand delivery, of written
notice signed by the Optionee specifying the number of Ordinary Shares with respect to which
such Option is being exercised. Upon exercise of an Option, the purchase price for the
Ordinary Shares purchased shall be paid in full by cash or check; provided, however, that at
the request of an Optionee and to the extent permitted by applicable law, the Company shall
approve reasonable arrangements with such Optionee and a brokerage firm under which such
Optionee may exercise an Option by properly delivering notice of exercise, together with
such other documents as the Company shall require, and the Company shall, upon payment in
full by cash or check of the purchase price and any other amounts due in respect of such
exercise, deliver to such Optionee’s brokerage firm one or more certificates representing
Ordinary Shares issued in respect of such exercise.




     Any notice given hereunder shall be deemed to be given on the date on which the same
was deposited in a regularly maintained receptacle for the deposit of United States mail,
addressed and sent as above-stated, or, in the case of hand delivery, on the date of
delivery to the President of the Company. The proceeds of any sale of Ordinary Shares
covered by Options shall constitute general funds of the Company. Upon exercise of an
Option, the Optionee will be required to pay to the Company the amount of any federal, state
or local taxes required by law to be withheld in connection with such exercise.



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ARTICLE IV




AWARD OF ORDINARY SHARES OR RESTRICTED SHARES




     4.01 Participation. Subject to Section 1.03 hereof, each Non-Employee Director shall
be awarded Ordinary Shares or Restricted Shares on the terms and conditions herein described. On
each Award Date occurring on or after the Effective Date, Ordinary Shares or Restricted Shares
shall be awarded to each person who is a Non-Employee Director on such date; provided, however,
that no such award shall be made to a Non-Employee Director in respect of the Award Date on which
such director receives the Initial Award (as herein defined). Each Non-Employee Director serving
on an Award Date, other than any Non-Employee Director who is entitled to receive the Initial Award
on such Award Date in accordance with the following sentence, shall be awarded, as of such date,
such number of Ordinary Shares or Restricted Shares as is determined by the Board prior to the
Award Date; provided that in no event shall such number of Ordinary Shares or Restricted Shares
exceed an aggregate of 8,000 per Non-Employee Director. Each Non-Employee Director who begins
serving on the Board after the Effective Date shall be granted such number of Ordinary Shares or
Restricted Shares as may be determined by the Board (but not to exceed an aggregate of 8,000
Ordinary Shares or Restricted Shares per Non-Employee Director) on such date or dates as may be
determined by the Board (the “Initial Award”).



     4.02 Award Agreements. Awards of unrestricted Ordinary Shares need not be evidenced
by an agreement. Each Restricted Share award shall be evidenced by a written restricted share
agreement, which agreement shall be entered into by the Company and the Non-Employee Director to
whom Restricted Shares are awarded. Each such agreement entered into on or after the Effective
Date shall include such terms and conditions not inconsistent with the terms and conditions of this
Plan as the Board considers appropriate in each case. Each restricted share agreement entered into
prior to the Effective Date shall include, incorporate or conform to the following terms and
conditions, and such other terms and conditions not inconsistent therewith or with the terms and
conditions of this Plan as the Board considers appropriate in each such case:




     (a) Price. There shall not be any purchase price charged for any Restricted
Shares awarded under the Plan.




     (b) Vesting Period. Each Restricted Share award shall vest one-third per year
over three years commencing on the first anniversary of the Award Date (“Vesting Period”),
unless terminated sooner pursuant to the provisions described in Section 4.02(e) below. If
a Non-Employee Director is awarded Restricted Shares, whether or not escrowed as provided
below, the Non-Employee Director shall be the record owner of such Restricted Shares and
shall have all the rights of a member with respect to such Restricted Shares (unless the
escrow agreement, if any, specifically provides otherwise), including the right to vote and
the right to receive dividends or other distributions made or paid with respect to such
Restricted Shares.




     (c) Sale, Transferability, Etc. Restricted Shares may not be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of prior to the date all
applicable restrictions lapse.




     (d) Restrictive Legend. Any certificate or certificates representing
Restricted Shares shall bear a legend similar to the following:




“The shares represented by this certificate have been issued pursuant to the
terms of the Second Amended and Restated Noble Corporation 1992 Nonqualified
Stock Option and Share Plan for Non-Employee Directors and may not be sold,
assigned, transferred, discounted, exchanged, pledged or otherwise
encumbered or disposed of in any manner except as set forth in the terms of
the agreement embodying the award of such shares dated                     , 20     .”




     In order to enforce the restrictions, terms and conditions that may be applicable to a
Non-Employee Director’s Restricted Shares, the Board may require the Non-Employee Director,
upon the receipt of a certificate or certificates representing such Restricted Shares, or at
any time thereafter, to deposit such certificate or certificates, together with stock powers
and other instruments of transfer,



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appropriately endorsed in blank, with the Company or an escrow agent designated by the
Company under an escrow agreement in such form as by the Board shall prescribe. After the
satisfaction of the restrictions, terms and conditions set by the Board at the time of an
award of Restricted Shares to a Non-Employee Director, a new certificate, without the legend
set forth above, for the number of Ordinary Shares that are no longer subject to such
restrictions, terms and conditions shall be delivered to the Non-Employee Director.




     (e) Termination of Service, Death, Etc. Each restricted share agreement shall
provide as follows with respect to the award of Restricted Shares in the event that the
holder of Restricted Shares ceases to be a Director for the reasons described in this
Section 4.02(e):




     (i) If the holder of Restricted Shares ceases to be a Director on account of
such holder’s (a) fraud or intentional misrepresentation, or (b) embezzlement,
misappropriation or conversion of assets or opportunities of the Company or any
direct or indirect majority-owned subsidiary of the Company, then any Restricted
Shares remaining subject to restrictions shall thereupon be forfeited by the holder
and transferred to, and reacquired by, the Company or an Affiliate at no cost to the
Company or the affiliate of the Company as of the date the holder ceases to be a
Director.




     (ii) The Board shall have the authority (and the restricted share agreement
evidencing an award of Restricted Shares may so provide) to cancel all or any
portion of any outstanding restrictions prior to the expiration of such restrictions
with respect to any or all of the Restricted Shares awarded to a Non-Employee
Director hereunder on such terms and conditions as the Board may deem appropriate.




     (iii) If a Non-Employee Director to whom Restricted Shares have been awarded
ceases to be a Director, for any reason, prior to the satisfaction of any terms and
conditions of an award, any Restricted Shares remaining subject to restrictions
shall thereupon be forfeited by the Director and transferred to, and reacquired by,
the Company or an affiliate of the Company at no cost to the Company or such
affiliate; provided, however, if the cessation is due to the person’s death,
retirement or disability, the Board may, in its sole and absolute discretion, deem
that the terms and conditions have been met for all or part of such remaining
portion.




     (iv) In case of any consolidation, amalgamation 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 a change to the right to
receive cash or other property) of the Ordinary 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 Board may provide that payment of 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.




     (v) In the event of any forfeiture of Restricted Shares, the Director holding
such shares, or in the event of his or her death, his or her personal
representative, shall forthwith deliver to the Secretary of the Company the
certificates for the Restricted Shares remaining subject to such restrictions,
accompanied by such instruments of transfer, if any, as may reasonably be required
by the Secretary of the Company.




     (f) No Right to Continue in Service. Nothing in the Plan or in any restricted
share agreement evidencing the award of Restricted Shares shall confer upon such holder any
right to continue as a Director.



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ARTICLE V




AUTHORIZED ORDINARY SHARES




     5.01 Ordinary Shares. The total number of Ordinary Shares as to which Options may be
granted or Ordinary Shares or Restricted Shares may be awarded shall be 1,644,334, in the
aggregate, except as such number of shares shall be adjusted from and after the Effective Date in
accordance with the provisions of Section 5.02 hereof. If any outstanding Option shall expire or
be terminated for any reason on or after the Effective Date and before the end of the Option
Period, the Ordinary Shares allocable to the unexercised portion of such Option shall neither be
available for purposes of the Plan nor subject to the Plan. If any outstanding Option expired or
was terminated for any reason prior to the Effective Date and before the end of the Option Period,
the Ordinary Shares allocable to the unexercised portion of such Option shall again be subject to
the Plan. If any Restricted Shares are forfeited for any reason before the end of the Vesting
Period, the Restricted Shares shall again be subject to the Plan. The Company shall, at all times
during the life of any outstanding Options, retain as authorized and unissued Ordinary Shares at
least the number of shares from time to time included in the outstanding Options or otherwise
assure itself of its ability to perform its obligations under the Plan.



     5.02 Adjustments Upon Changes in Ordinary Shares. In the event the Company shall
effect a split of the Ordinary Shares or dividend payable in Ordinary Shares, or in the event the
outstanding Ordinary Shares shall be combined into a smaller number of shares, the maximum number
of shares as to which Ordinary Shares or Restricted Shares may be awarded shall be increased or
decreased proportionately. In the event that before delivery by the Company of all of the Ordinary
Shares in respect of which any Option has been granted, the Company shall have effected such a
split, dividend or combination, the shares still subject to the Option shall be increased or
decreased proportionately and the purchase price per share shall be increased or decreased
proportionately so that the aggregate purchase price for all the then optioned shares shall remain
the same as immediately prior to such split, dividend or combination.



     In the event of a reclassification of the Ordinary Shares not covered by the foregoing, or in
the event of a liquidation, separation or reorganization, including a merger, consolidation or sale
of assets, the Board shall make such adjustments, if any, as it may deem appropriate in the maximum
number of shares then subject to being awarded as Ordinary Shares or Restricted Shares and in the
number, purchase price and kind of shares covered by the unexercised portions of Options
theretofore granted. The provisions of this Section 5.02 shall only be applicable if, and only to
the extent that, the application thereof does not conflict with any valid governmental statute,
regulation or rule.



     5.03 Insufficient Ordinary Shares. If on the Award Date of any award of Ordinary
Shares or Restricted Shares fewer Ordinary Shares remain available for award under the Plan than
are necessary to permit the award of Ordinary Shares or Restricted Shares in accordance with the
provisions of Article IV hereof, then (i) first, an Initial Award shall be granted on such date to
each Non-Employee Director who is to receive an Initial Award on such date and (ii) second,
Ordinary Shares shall be awarded to the remaining Non-Employee Directors then serving covering, in
the aggregate for each such Non-Employee Director, an equal number of whole Ordinary Shares, and
all such Ordinary Shares so awarded to all such Non-Employee Directors shall cover, in the
aggregate, all remaining Ordinary Shares then available for award under the Plan.



ARTICLE VI




GENERAL PROVISIONS




     6.01 Amendment, Suspension or Termination of Plan. Subject to the limitations set
forth in this Section 6.01, the Board may from time to time amend, modify, suspend or terminate the
Plan. Nevertheless, no such amendment, modification, suspension or termination shall (a) impair
any Options theretofore granted or Restricted Shares or Ordinary Shares awarded, or (b) be made
without the approval of the members of the Company where such change would (i) materially increase
the total number of Ordinary Shares which may be issued under the Plan (other than as provided in
Section 5.02 hereof), (ii) materially modify the requirements as to eligibility for participation
in the Plan, (iii) materially increase the benefits accruing to participants under the Plan, (iv)
have the effect of providing for the grant of options to purchase Ordinary Shares at less than the
fair market value per share



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thereof on the applicable Award Date or (v) require the approval of members under the rules of any
securities exchange on which the Ordinary Shares are then listed for trading. Notwithstanding any
other provision of this Section 6.01, the provisions of the Plan governing (A) the number of
Ordinary Shares covered by each Option, (B) the exercise price per Ordinary Share under each
Option, (C) when and under what circumstances each Option will be granted, (D) the period within
which each Option may be exercised or (E) the number of shares in each award of Restricted Shares,
shall not be amended more than once every six months, other than to comport with changes in the
Code or the rules promulgated thereunder, and the Employee Retirement Income Security Act of 1974,
as amended, or the rules promulgated thereunder.




     6.02 Effectiveness. This Plan shall become effective as of the Effective Date.



     6.03 Paragraph Headings. The paragraph headings included herein are only for
convenience, and they shall have no effect on the interpretation of the Plan.



     6.04 Gender. Words of any gender used in the Plan shall be construed to include any
other gender.



     IN WITNESS WHEREOF, the undersigned has executed this second amendment and restatement of the
Plan as of October 25, 2007.



	 	 	 	 	 
	 	NOBLE CORPORATION

 	 
	 	By:  	/s/ William A. Sears
 	 
	 	 	William A. Sears 	 
	 	 	Chairman of the Board, President and

Chief Executive Officer 	 
	 




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