EXHIBIT 10.2


 


NOBLE ENERGY, INC.


 


1992 STOCK OPTION AND RESTRICTED STOCK PLAN


 


(As Amended Through April 25, 2005)


 


Section 1.  Purpose


 


The purpose of this Plan
is to assist Noble Energy, Inc., a Delaware corporation formerly known as
Noble Affiliates, Inc., in attracting and retaining, as officers and key
employees of the Company and its Affiliates, persons of training, experience
and ability and to furnish additional incentive to such persons by encouraging
them to become owners of Shares of the Company’s capital stock, by granting to
such persons Incentive Options, Nonqualified Options, Restricted Stock, or any
combination of the foregoing.


 


Section 2.  Definitions


 


Unless
the context otherwise requires, the following words as used herein shall have
the following meanings:


 


(a)                                  “Affiliate”
means any corporation (other than the Company) in any unbroken chain of
corporations (i) beginning with the Company if, at the time of the
granting of the Option or award of Restricted Stock, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50
percent or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain, or (ii) ending with the
Company if, at the time of the granting of the Option or award of Restricted
Stock, each of the corporations, other than the Company, owns stock possessing
50 percent or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.


 


(b)                                 “Agreement”
means the written agreement (i) between the Company and the Optionee
evidencing the Option and any SARs that relate to such Option granted by the
Company and the understanding of the parties with respect thereto or (ii) between
the Company and a recipient of Restricted Stock evidencing the restrictions,
terms and conditions applicable to such award of Restricted Stock and the
understanding of the parties with respect thereto.


 


(c)                                  “Board”
means the Board of Directors of the Company as the same may be constituted from
time to time.


 


(d)                                 “Code”
means the Internal Revenue Code of 1986, as amended.


 


(e)                                  “Committee”
means the Committee provided for in Section 3 of the Plan as the same may
be constituted from time to time.


 


(f)                                    “Company”
means Noble Energy, Inc., a Delaware corporation.


 


(g)                                 “Corporate
Transaction” shall have the meaning as defined in Section 8 of the Plan.


 


(h)                                 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(i)                                     “Fair
Market Value” means the fair market value per Share as determined by the
Committee in good faith; provided, however, that if a Share is listed or
admitted to trading on a securities exchange registered under the Exchange Act,
the Fair Market Value per Share shall be the average of the reported high and
low sales price 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 securities exchange on which such Share is listed or
admitted to trading, or if a Share is not listed or admitted to trading on any
such exchange but is listed as a national market security on the National
Association of Securities Dealers, Inc. Automated Quotations System (“NASDAQ”)
or any similar system then in use, the Fair Market Value per Share shall be the
average of the reported high and low sales price 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 such system, or if a Share is not listed or
admitted to trading on any such exchange and is not listed as a national market
security on NASDAQ but is quoted on NASDAQ or any similar system then in use,
the Fair Market Value per Share shall be the average of the closing high bid
and low asked quotations on such system for such Share on the date in
question.  For purposes of valuing Shares
to be made subject to Incentive Options, the Fair Market Value per Share shall
be determined without regard to any restriction other than one which, by its
terms, will never lapse.


 


(j)                                     “Incentive
Option” means an Option that is intended to satisfy the requirements of Section 422(b) of
the Code and Section 17 of the Plan.


 


(k)                                  “Nonqualified
Option” means an Option that does not qualify as a statutory stock option under
Section 422 or 423 of the Code.


 


(l)                                     “Non-Employee
Director” means a director of the Company who satisfies the definition thereof
under Rule 16b-3 promulgated under the Exchange Act.


 


(m)                               “Option”
means an option to purchase one or more Shares granted under and pursuant to
the Plan.  Such Option may be either an
Incentive Option or a Nonqualified Option.


 


(n)                                 “Optionee”
means a person who has been granted an Option and who has executed an Agreement
with the Company.


 


(o)                                 “Outside
Director” means a director of the Company who is an outside director within the
meaning of Section 162(m) of the Code and the regulations promulgated
thereunder.


 


(p)                                 “Plan”
means this Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan,
as amended from time to time.


 


(q)                                 “Restricted
Stock” means Shares issued or transferred pursuant to Section 20 of the
Plan.


 


(r)                                    “Retirement”
means a termination of employment with the Company or an Affiliate either (i) on
a voluntary basis by a person who (A) is at least 55 years of age with
five years of credited service with the Company or one or more Affiliates or (B) has
at least 20 years of credited service with the Company or one or more
Affiliates, immediately prior to such termination of employment or (ii) otherwise
with the written consent of the Committee in its sole discretion.


 


(s)                                  “SARs”
means stock appreciation rights granted pursuant to Section 7 of the Plan.


 


(t)                                    “Securities
Act” means the Securities Act of 1933, as amended.


 


(u)                                 “Share”
means a share of the Company’s present common stock, par value $3.33-1/3 per
share, and any share or shares of capital stock or other securities of the
Company hereafter issued or issuable in respect of or in substitution or
exchange for each such present share. 
Such Shares may be unissued or reacquired Shares, as the Board, in its
sole and absolute discretion, shall from time to time determine.


 


2





















 


Section 3.  Administration


 


The Plan shall be
administered by, and the decisions concerning the Plan shall be made solely by,
a Committee of two or more directors of the Company, all of whom are (a) Non-Employee
Directors, and (b) not later than immediately after the first meeting of
stockholders of the Company at which its directors are elected that occurs
after December 31, 1996, Outside Directors.  Each member of the Committee shall be
appointed by and shall serve at the pleasure of the Board.  The Board shall have the sole continuing
authority to appoint members of the Committee. 
In making grants or awards, the Committee shall take into consideration
the contribution the person has made or may make to the success of the Company
or its Affiliates and such other considerations as the Board may from time to
time specify.


 


The
Committee shall elect one of its members as its chairman and shall hold its
meetings at such times and places as it may determine.  A majority of the members of the Committee
shall constitute a quorum.  All decisions
and determinations of the Committee shall be made by the majority vote or
decision of the members present at any meeting at which a quorum is present;
provided, however, that any decision or determination reduced to writing and
signed by all members of the Committee shall be as fully effective as if it had
been made by a majority vote or decision at a meeting duly called and
held.  The Committee may appoint a
secretary (who need not be a member of the Committee) who shall keep minutes of
its meetings.  The Committee may make any
rules and regulations for the conduct of its business that are not
inconsistent with the express provisions of the Plan, the bylaws or certificate
of incorporation of the Company or any resolutions of the Board.


 


All
questions of interpretation or application of the Plan, or of a grant of an
Option and any SARs that relate to such Option or an award of Restricted Stock,
including questions of interpretation or application of an Agreement, shall be
subject to the determination of the Committee, which determination shall be
final and binding upon all parties.


 


Subject
to the express provisions of the Plan, the Committee shall have the authority,
in its sole and absolute discretion, (a) to adopt, amend or rescind
administrative and interpretive rules and regulations relating to the
Plan; (b) to construe the Plan; (c) to make all other determinations
necessary or advisable for administering the Plan; (d) to determine the
terms and provisions of the respective Agreements (which need not be
identical), including provisions defining or otherwise relating to (i) the
term and the period or periods and extent of exercisability of the Options, (ii) the
extent to which the transferability of Shares issued upon exercise of Options
or any SARs that relate to such Options is restricted, (iii) the effect of
termination of employment upon the exercisability of the Options, and (iv) the
effect of approved leaves of absence (consistent with any applicable
regulations of the Internal Revenue Service) upon the exercisability of such
Options; (e) subject to Sections 9 and 11 of the Plan, to accelerate, for
any reason, regardless of whether the Agreement so provides, the time of
exercisability of any Option and any SARs that relate to such Option that have
been granted or the time of the lapsing of restrictions on Restricted Stock; (f) to
construe the respective Agreements; and (g) to exercise the powers
conferred on the Committee under the Plan. 
The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent it shall deem
expedient to carry it into effect, and it shall be the sole and final judge of
such expediency.  The determinations of
the Committee or Board, as the case may be, on the matters referred to in this Section 3
shall be final and conclusive.


 


Section 4.  Shares Subject to the Plan


 


(a)                                  The
total number of Shares that may be purchased pursuant to Options, issued or
transferred pursuant to the exercise of SARs or awarded as Restricted Stock
shall not exceed a maximum of 9,250,000 in the aggregate, and the total number
of shares for which Options and SARs may be granted, and which may be awarded
as Restricted Stock, to any one person during a calendar year is 200,000 in the
aggregate; provided that each such maximum number of Shares shall be increased
or decreased as provided in Section 13 of the Plan.


 


3





















 


(b)                                 At
any time and from time to time after the Plan takes effect, the Committee,
pursuant to the provisions herein set forth, may grant Options and any SARs
that relate to such Options and award Restricted Stock until the maximum number
of Shares shall be exhausted or the Plan shall be sooner terminated; provided,
however, that no Incentive Option and any SARs that relate to such Option shall
be granted after December 9, 2006.


 


(c)                                  Shares
subject to an Option that expires or terminates prior to exercise and Shares
that had been previously awarded as Restricted Stock that have since been
forfeited shall be available for further grant of Options or award as
Restricted Stock.  No Option shall be
granted and no Restricted Stock shall be awarded if the number of Shares for
which Options have been granted and which pursuant to this Section are not
again available for Option grant, plus the number of Shares that have been
awarded as Restricted Stock, would, if such Option were granted or such
Restricted Stock were awarded, exceed 9,250,000.


 


(d)                                 Any
Shares withheld pursuant to Section 19(c) of the Plan shall not be
available after such withholding for being optioned or awarded pursuant to the
provisions hereof.


 


(e)                                  Unless
the Shares awarded as Restricted Stock are Shares that have been reacquired by
the Company as treasury shares, Restricted Stock shall be awarded only for
services actually rendered, as determined by the Committee.


 


Section 5.  Eligibility


 


The
persons who shall be eligible to receive grants of Options and any SARs that
relate to such Options, and to receive awards of Restricted Stock, shall be
regular salaried officers or other employees of the Company or one or more of
its Affiliates. 


 


Section 6.  Grant of Options


 


(a)                                  From
time to time while the Plan is in effect, the Committee may, in its sole and
absolute discretion, select from among the persons eligible to receive a grant
of Options under the Plan (including persons who have already received such
grants of Options) such one or more of them as in the opinion of the Committee
should be granted Options.  The Committee
shall thereupon, likewise in its sole and absolute discretion, determine the
number of Shares to be allotted for option to each person so selected.


 


(b)                                 Each
person so selected shall be offered an Option to purchase the number of Shares
so allotted to him, upon such terms and conditions, consistent with the
provisions of the Plan, as the Committee may specify.  Each such person shall have a reasonable
period of time, to be fixed by the Committee, within which to accept or reject
the proffered Option.  Failure to accept
within the period so fixed may be treated as a rejection.


 


(c)                                  Each
person who accepts an Option offered to him shall enter into an Agreement with
the Company, in such form as the Committee may prescribe, setting forth the
terms and conditions of the Option, whereupon such person shall become a
participant in the Plan.  In the event a
person is granted both one or more Incentive Options and one or more
Nonqualified Options, such grants shall be evidenced by separate Agreements,
one for each Incentive Option grant and one for each Nonqualified Option
grant.  The date on which the Committee
completes all action constituting an offer of an Option to a person, including
the specification of the number of Shares to be subject to the Option, shall
constitute the date on which the Option covered by such Agreement is
granted.  In no event, however, shall an
Optionee gain any rights in addition to those specified by the Committee in its
grant, regardless of the time that may pass between the grant of the Option and
the actual signing of the Agreement by the Company and the Optionee.


 


4





















 


(d)                                 Each
Agreement that includes SARs in addition to an Option shall comply with the
provisions of Section 7 of the Plan.


 


Section 7.  Grant of SARs


 


The
Committee may from time to time grant SARs in conjunction with all or any
portion of any Option either (i) at the time of the initial Option grant
(not including any subsequent modification that may be treated as a new grant
of an Incentive Option for purposes of Section 424(h) of the Code) or
(ii) with respect to Nonqualified Options, at any time after the initial
Option grant while the Nonqualified Option is still outstanding.  SARs shall not be granted other than in
conjunction with an Option granted hereunder.


 


SARs
granted hereunder shall comply with the following conditions and also with the
terms of the Agreement governing the Option in conjunction with which they are
granted:


 


(a)                                  The
SAR shall expire no later than the expiration of the underlying Option.


 


(b)                                 Upon
the exercise of an SAR, the Optionee shall be entitled to receive payment equal
to the excess of the aggregate Fair Market Value of the Shares with respect to
which the SAR is then being exercised (determined as of the date of such
exercise) over the aggregate purchase price of such Shares as provided in the
related Option.  Payment may be made in
Shares, valued at their Fair Market Value on the date of exercise, or in cash,
or partly in Shares and partly in cash, as determined by the Committee in its
sole and absolute discretion.


 


(c)                                  SARs
shall be exercisable (i) only at such time or times and only to the extent
that the Option to which they relate shall be exercisable, (ii) only when
the Fair Market Value of the Shares subject to the related Option exceeds the
purchase price of the Shares as provided in the related Option, and (iii) only
upon surrender of the related Option or any portion thereof with respect to the
Shares for which the SARs are then being exercised.


 


(d)                                 Upon
exercise of an SAR, a corresponding number of Shares subject to option under
the related Option shall be canceled. 
Such canceled Shares shall be charged against the Shares reserved for
the Plan, as provided in Section 4 of the Plan, as if the Option had been
exercised to such extent and shall not be available for future Option grants or
Restricted Stock awards hereunder.


 


Section 8.  Option Price


 


The
option price for each Share covered by an Incentive Option shall not be less
than the greater of (a) the par value of such Share or (b) the Fair
Market Value of such Share at the time such Option is granted.  The option price for each Share covered by a
Nonqualified Option shall not be less than the greater of (a) the par
value of such Share or (b) 100 percent of the Fair Market Value of such
Share at the time the Option is granted. 
Notwithstanding the two immediately preceding sentences, if the Company
or an Affiliate agrees to substitute a new Option under the Plan for an old
Option, or to assume an old Option, by reason of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization, or
liquidation (any of such events being referred to herein as a “Corporate
Transaction”), the option price of the Shares covered by each such new Option
or assumed Option may be other than the Fair Market Value of the Shares at the
time the Option is granted as determined by reference to a formula, established
at the time of the Corporate Transaction, which will give effect to such
substitution or assumption; provided, however, in no event shall:


 


(a)                                  the
excess of the aggregate Fair Market Value of the Shares subject to the Option
immediately after the substitution or assumption over the aggregate option
price of such Shares be more than the excess of the aggregate Fair Market Value
of all Shares subject to the Option immediately prior to the substitution or
assumption over the aggregate option price of such Shares;


 


5





















 


(b)                                 in
the case of an Incentive Option, the new Option or the assumption of the old
Option give the Optionee additional benefits that he would not have under the
old Option; or


 


(c)                                  the
ratio of the option price to the Fair Market Value of the stock subject to the
Option immediately after the substitution or assumption be more favorable to
the Optionee than the ratio of the option price to the Fair Market Value of the
stock subject to the old Option immediately prior to such substitution or
assumption, on a Share by Share basis.


 


Notwithstanding the
above, the provisions of this Section 8 with respect to the option price
in the event of a Corporate Transaction shall, in the case of an Incentive
Option, be subject to the requirements of Section 424(a) of the Code
and the Treasury regulations and revenue rulings promulgated thereunder.  In the case of an Incentive Option, in the
event of a conflict between the terms of this Section 8 and the above
cited statute, regulations and rulings, or in the event of an omission in this Section 8
of a provision required by said laws, the latter shall control in all respects
and are hereby incorporated herein by reference as if set out at length.


 


Section 9.  Option Period and Terms of Exercise


 


(a)                                  Each
Option shall be exercisable during such period of time as the Committee may
specify, but in no event for longer than 10 years from the date when the Option
is granted; provided, however, that 


 


(i)                                     All
rights to exercise an Option and any SARs that relate to such Option shall,
subject to the provisions of subsection (c) of this Section 9,
terminate one year after the date the Optionee ceases to be employed by at
least one of the employers in the group of employers consisting of the Company
and its Affiliates, for any reason other than death, becoming disabled (within
the meaning of Section 22(e)(3) of the Code) or Retirement, except
that, in the event of the termination of employment of the Optionee on account
of (a) fraud or intentional misrepresentation, or (b) embezzlement,
misappropriation or conversion of assets or opportunities of the Company or its
Affiliates, the Option and any SARs that relate to such Option shall thereafter
be null and void for all purposes. 
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 Affiliates.


 


(ii)                                  If
the Optionee ceases to be employed by at least one of the employers in the
group of employers consisting of the Company and its Affiliates, by reason of
his death, becoming disabled (within the meaning of Section 22(e)(3) of
the Code) or Retirement, all rights to exercise such Option and any SARs that
relate to such Option shall, subject to the provisions of subsection (c) of
this Section 9, terminate five years thereafter.


 


(b)                                 If
an Option is granted with a term shorter than 10 years, the Committee may
extend the term of the Option and any SARs that relate to such Option, but for
not more than 10 years from the date when the Option was originally granted.


 


(c)                                  In
no event may an Option or any SARs that relate to such Option be exercised
after the expiration of the term thereof.


 


Section 10.  Transferability of Options and SARs


 


Except as provided
in this Section 10, no Option or any SARs that relate to an Option shall
be (i) transferable otherwise than by will or the laws of descent and
distribution, or (ii) exercisable during the lifetime of the Optionee by
anyone other than the Optionee.  A
Nonqualified Option granted to an Optionee, and any SARs


 


6





















 


that relate to such
Nonqualified Option, may be transferred by such Optionee to a permitted
transferee (as defined below), provided that (i) there is no consideration
for such transfer (other than receipt by the Optionee of interests in an entity
that is a permitted transferee); (ii) the Optionee (or such Optionee’s
estate or representative) shall remain obligated to satisfy all income or other
tax withholding obligations associated with the exercise of such Nonqualified
Option or SARs; (iii) the Optionee shall notify the Company in writing
that such transfer has occurred and disclose to the Company the name and
address of the permitted transferee and the relationship of the permitted
transferee to the Optionee; and (iv) such transfer shall be effected
pursuant to transfer documents in a form approved by the Committee.  A permitted transferee may not further assign
or transfer any such transferred Nonqualified Option or any SARs that relate to
such Nonqualified Option otherwise than by will or the laws of descent and distribution.  Following the transfer of an Nonqualified
Option and any SARs that relate to such Nonqualified Option to a permitted
transferee, such Nonqualified Option and SARs shall continue to be subject to
the same terms and conditions that applied to them prior to their transfer by
the Optionee, except that they shall be exercisable by the permitted transferee
to whom such transfer was made rather than by the transferring Optionee.  For the purposes of the Plan, the term “permitted
transferee” means, with respect to an Optionee, (i) any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law of the Optionee, including adoptive
relationships, (ii) any person sharing the Optionee’s household (other
than a tenant or an employee), (iii) a trust in which the persons
described in clauses (i) and (ii) above have more than fifty percent
of the beneficial interest, (iv) a foundation in which the Optionee and/or
persons described in clauses (i) and (ii) above control the
management of assets, and (v) any other entity in which the Optionee
and/or persons described in clauses (i) and (ii) above own more than
fifty percent of the voting interests.


 


Section 11.  Exercise of Options and SARs 


 


(a)                                  In
the event of an Optionee’s death, any then exercisable portion of an Option
that has been granted to such Optionee, and any SARs that relate to such
Option, may be exercised, within the period ending with the earlier of the
fifth anniversary of the date of the Optionee’s death or the date of the
termination of such Option, by the duly authorized representative of the
deceased Optionee’s estate or the permitted transferee to whom such Option and
SARs have been transferred.


 


(b)                                 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.


 


(c)                                  Each
exercise of an Option, or a portion thereof, shall be evidenced by a notice in
writing to the Company accompanied by payment in full of the option price of
the Shares then being purchased.  Payment
in full shall mean payment of the full amount due:  (i) in cash, (ii) by certified
check or cashier’s check, (iii) with Shares owned by the exercising
Optionee or permitted transferee having a Fair Market Value at least equal to
the aggregate option price payable in connection with such exercise, but only
to the extent that such Shares are “mature” as determined by the Corporation in
accordance with generally accepted accounting principles, or (iv) by any
combination of clauses (i) through (iii). 
If the exercising Optionee or permitted transferee chooses to remit
Shares in payment of all or any portion of the option price, then (for purposes
of payment of the option price) those Shares shall be deemed to have a cash
value equal to their aggregate Fair Market Value determined as of the date the
exercising Optionee or permitted transferee exercises such Option.


 


Notwithstanding anything contained herein to the
contrary, at the request of an exercising Optionee or permitted transferee and
to the extent permitted by applicable law, the Committee shall approve
arrangements with a brokerage firm or firms under which any such brokerage firm
shall, on behalf of the exercising Optionee or permitted transferee, make
payment in full to the Company of the option


 


7





















 


price
of the Shares then being purchased, and the Company, pursuant to an irrevocable
notice in writing from the exercising Optionee or permitted transferee, shall
make prompt delivery of one or more certificates for the appropriate number of
Shares to such brokerage firm.  Payment in
full for purposes of the immediately preceding sentence shall mean payment of
the full amount due, either in cash or by certified check or cashier’s check.


 


(d)                                 Each
exercise of SARs, or a portion thereof, shall be evidenced by a notice in
writing to the Company.


 


(e)                                  No
Shares shall be issued upon exercise of an Option until full payment therefor
has been made, and an exercising Optionee or permitted transferee shall have
none of the rights of a shareholder until Shares are issued to him.


 


(f)                                    Nothing
herein or in any Agreement shall require the Company to issue any Shares upon
exercise of an Option or SAR if such issuance would, in the opinion of counsel
for the Company, constitute a violation of the Securities Act or any similar or
superseding statute or statutes, or any other applicable statute or regulation,
as then in effect.  Upon the exercise of
an Option or SAR (as a result of which the exercising Optionee or permitted
transferee receives Shares), or portion thereof, the exercising Optionee or
permitted transferee shall give to the Company satisfactory evidence that he is
acquiring such Shares for the purposes of investment only and not with a view
to their distribution; provided, however, if or to the extent that the Shares
delivered to the exercising Optionee or permitted transferee shall be included
in a registration statement filed by the Company under the Securities Act, such
investment representation shall be abrogated.


 


Section 12.  Delivery of Stock Certificates


 


As
promptly as may be practicable after an Option or SAR (as a result of the
exercise of which the exercising Optionee or permitted transferee receives
Shares), or a portion thereof, has been exercised as hereinabove provided, the
Company shall make delivery of one or more certificates for the appropriate
number of Shares.  In the event that an
Optionee exercises both (i) an Incentive Option or SARs that relate to
such Option (as a result of which the Optionee receives Shares), or a portion
thereof, and (ii) a Nonqualified Option or SARs that relate to such Option
(as a result of which the Optionee receives Shares), or a portion thereof,
separate stock certificates shall be issued, one for the Shares subject to the
Incentive Option and one for the Shares subject to the Nonqualified Option.


 


Section 13.  Changes in Company’s Shares and Certain
Corporate Transactions


 


If at
any time while the Plan is in effect there shall be any increase or decrease in
the number of issued and outstanding Shares of the Company effected without
receipt of consideration therefor by the Company, through the declaration of a
stock dividend or through any recapitalization or merger or otherwise in which
the Company is the surviving corporation, resulting in a stock split-up,
combination or exchange of Shares of the Company, then and in each such event:


 


(a)                                  An
appropriate adjustment shall be made in the maximum number of Shares then
subject to being optioned or awarded as Restricted Stock under the Plan, to the
end that the same proportion of the Company’s issued and outstanding Shares
shall continue to be subject to being so optioned and awarded;


 


(b)                                 Appropriate
adjustment shall be made in the number of Shares and the option price per Share
thereof then subject to purchase pursuant to each Option previously granted and
then outstanding, to the end that the same proportion of the Company’s issued
and outstanding Shares in each such instance shall remain subject to purchase
at the same aggregate option price; and


 


8





















 


(c)                                  In
the case of Incentive Options, any such adjustments shall in all respects
satisfy the requirements of Section 424(a) of the Code and the
Treasury regulations and revenue rulings promulgated thereunder.


 


Except as is otherwise
expressly provided herein, the issue by the Company of shares of its capital
stock of any class, or securities convertible into shares of capital stock 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 or option price of Shares then subject to outstanding
Options granted under the Plan.  Furthermore,
the presence of outstanding Options granted under the Plan shall not affect in
any manner the right or power of the Company to make, authorize or consummate (i) any
or all adjustments, recapitalizations, reorganizations or other changes in the
Company’s capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt
securities or preferred stock that would rank above the Shares subject to
outstanding Options granted under the Plan; (iv) the dissolution or
liquidation of the Company; (v) any sale, transfer or assignment of all or
any part of the assets or business of the Company; or (vi) any other
corporate act or proceeding, whether of a similar character or otherwise.


 


Section 14.  Effective Date


 


The
Plan was originally adopted by the Board on January 28, 1992, and approved
by the stockholders of the Company on April 28, 1992.  The Plan was amended and restated on December 10,
1996, and was approved by the stockholders of the Company on April 22,
1997.  The Plan was amended and restated
on February 1, 2000, and was approved by the stockholders of the Company
on April 25, 2000.  The Plan as
amended and restated through January 29, 2002, was approved and adopted by
the Board on January 29, 2002, to be effective as of that date.  The Plan was amended by the Board on January 27,
2003, and was approved by the stockholders of the Company on April 29,
2003.  The Plan was amended by the Board
on July 22, 2003, to be effective as of that date.  The Plan was amended by the Board on April 25,
2005, to be effective as of that date.


 


Section 15.  Amendment, Suspension or Termination


 


The
Board may at any time amend, suspend or terminate the Plan; provided, however,
that after the shareholders have approved and ratified the Plan in accordance
with Section 14 of the Plan, the Board may not, without approval of the
shareholders of the Company, amend the Plan so as to (a) increase the
maximum number of Shares subject thereto, as specified in Sections 4(a) and
13 of the Plan, (b) reduce the option price for Shares covered by Options
granted hereunder below the price specified in Section 8 of the Plan or (c) permit
the “repricing” of Options and any SARs that relate to such new Options in
contravention of Section 18 of the Plan; and provided further, that the
Board may not modify, impair or cancel any outstanding Option or SAR that
relates to such Option, or the restrictions, terms or conditions applicable to
Shares of Restricted Stock, without the consent of the holder thereof.  


 


Section 16.  Requirements of Law


 


Notwithstanding
anything contained herein or in any Agreement to the contrary, the Company
shall not be required to sell or issue Shares under any Option or SAR if the
issuance thereof would constitute a violation by the Optionee or the Company of
any provision of any law or regulation of any governmental authority or any
national securities exchange; and as a condition of any sale or issuance of
Shares upon exercise of an Option or SAR, the Company may require such
agreements or undertakings, if any, as the Company may deem necessary or
advisable to assure compliance with any such law or regulation.


 


9





















 


Section 17.  Incentive Options


 


The
Committee may, in its sole and absolute discretion, designate any Option
granted under the Plan as an Incentive Option intended to qualify under Section 422(b) of
the Code.  Any provision of the Plan to
the contrary notwithstanding, (a) no Incentive Option shall be granted to
any person who, at the time such Incentive Option is granted, owns stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or any Affiliate unless the option price under
such Incentive Option is at least 110 percent of the Fair Market Value of the
Shares subject to the Incentive Option at the date of its grant and such
Incentive Option is not exercisable after the expiration of five years from the
date of its grant; and (b) the aggregate Fair Market Value of the Shares
subject to an Incentive Option and the aggregate Fair Market Value of the
shares of stock of the Company or any Affiliate (or a predecessor corporation
of the Company or an Affiliate) subject to any other incentive stock option
(within the meaning of Section 422(b) of the Code) of the Company and
its Affiliates (or a predecessor corporation of any such corporation), that may
become first exercisable in any calendar year, shall not (with respect to any
Optionee) exceed $100,000, determined as of the date the Incentive Option is
granted.


 


Section 18.  Modification of Options and SARs


 


Subject
to the terms and conditions of and within the limitations of the Plan, the
Committee may modify, extend or renew outstanding Options and any SARs that relate
to such Options granted under the Plan. 
The Committee shall not have authority to accept the surrender or
cancellation of any Options and any SARs that relate to such Options
outstanding hereunder (to the extent not theretofore exercised) and grant new
Options and any SARs that relate to such new Options hereunder in substitution
therefor (to the extent not theretofore exercised) at an Option Price that is
less than the Option Price of the Options surrendered or canceled.  Notwithstanding the foregoing provisions of
this Section 18, no modification of an outstanding Option and any SARs
that relate to such Option granted hereunder shall, without the consent of the
Optionee, alter or impair any rights or obligations under any Option and any
SARs that relate to such Option theretofore granted hereunder to such Optionee,
except as may be necessary, with respect to Incentive Options, to satisfy the
requirements of Section 422(b) of the Code.


 


Section 19.  Agreement Provisions


 


(a)                                  Each
Agreement shall contain such provisions (including, without limitation,
restrictions or the removal of restrictions upon the exercise of the Option and
any SARs that relate to such Option and the transfer of shares thereby
acquired) as the Committee shall deem advisable.  Each Agreement relating to an Option shall
identify the Option evidenced thereby as an Incentive Option or Nonqualified
Option, as the case may be.  Incentive
Options and Nonqualified Options may not both be covered by a single
Agreement.  Each such Agreement relating
to Incentive Options shall contain such limitations and restrictions upon the
exercise of the Incentive Option as shall be necessary for the Incentive Option
to which such Agreement relates to constitute an incentive stock option, as
defined in Section 422(b) of the Code.


 


(b)                                 Each
Agreement shall recite that it is subject to the Plan and that the Plan shall
govern where there is any inconsistency between the Plan and the Agreement.


 


(c)                                  Each
Agreement shall contain a covenant by the Optionee, in such form as the
Committee may require in its discretion, that he consents to and will take
whatever affirmative actions are required, in the opinion of the Committee, to
enable the Company or appropriate Affiliate to satisfy its Federal income tax
and FICA and any applicable state and local withholding obligations incurred as
a result of such Optionee’s (or his permitted transferee’s) exercise of an
Option granted to such Optionee or any SARs that relate to such Option.  Upon the exercise of an Option or SARs
requiring tax withholding, an exercising Optionee or permitted transferee may (i) direct
the Company to withhold from the Shares to be issued to the exercising Optionee
or permitted transferee the number of Shares (based upon the aggregate Fair
Market Value of the Shares at the date of exercise) necessary to satisfy the
Company’s


 


10





















 


obligation
to withhold taxes, (ii) deliver to the Company sufficient Shares (based
upon the aggregate Fair Market Value of the Shares at the date of exercise) to
satisfy the Company’s tax withholding obligations, (iii) deliver
sufficient cash to the Company to satisfy the Company’s tax withholding
obligations, or (iv) any combination of clauses (i) through
(iii).  In the event the Committee
subsequently determines that the aggregate Fair Market Value (as determined
above) of any Shares withheld as payment of any tax withholding obligation is
insufficient to discharge that tax withholding obligation, then the Optionee to
whom the Option and SARs in question were granted shall pay (or cause the
permitted transferee to whom such Option and SARs were transferred to pay) to
the Company, immediately upon the Committee’s request, the amount of that
deficiency.


 


(d)                                 Each
Agreement relating to an Incentive Option shall contain a covenant by the
Optionee immediately to notify the Company in writing of any disqualifying
disposition (within the meaning of Section 421(b) of the Code) of
Shares received upon the exercise of an Incentive Option.


 


Section 20.  Restricted Stock


 


(a)                                  The
Committee may from time to time, in its sole and absolute discretion, award
Shares of Restricted Stock to such persons as it shall select from among those
persons who are eligible under Section 5 of the Plan to receive awards of
Restricted Stock.  Any award of
Restricted Stock shall be made from Shares subject hereto as provided in Section 4
of the Plan.


 


(b)                                 A
Share of Restricted Stock shall be subject to such restrictions, terms and
conditions, including forfeitures, if any, as may be determined by the
Committee, which may include, without limitation, the rendition of services to
the Company or its Affiliates for a specified time or the achievement of
specific goals, and to the further restriction that no such Share may be sold,
assigned, transferred, discounted, exchanged, pledged or otherwise encumbered
or disposed of until the terms and conditions set by the Committee at the time
of the award of the Restricted Stock have been satisfied.  Each recipient of an award of Restricted
Stock shall enter into an Agreement with the Company, in such form as the
Committee shall prescribe, setting forth the restrictions, terms and conditions
of such award, whereupon such recipient shall become a participant in the Plan.


 


If a person is awarded Shares of Restricted Stock,
whether or not escrowed as provided below, the person shall be the record owner
of such Shares and shall have all the rights of a shareholder with respect to
such 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 Shares.  Any certificate or certificates representing
Shares of Restricted Stock shall bear a legend similar to the following:


 


The shares represented by this certificate have been
issued pursuant to the terms of the Noble Energy, Inc. 1992 Stock Option
and Restricted Stock Plan and may not be sold, assigned, transferred,
discounted, exchanged, pledged or otherwise encumbered or disposed of in any
manner except as set forth in the terms of the agreement embodying the award of
such shares dated
                                         ,                   .


 


In order to enforce the restrictions, terms and
conditions that may be applicable to a person’s Shares of Restricted Stock, the
Committee may require the person, upon the receipt of a certificate or
certificates representing such Shares, or at any time thereafter, to deposit
such certificate or certificates, together with stock powers and other
instruments of transfer, 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 Committee shall prescribe.


 


After the satisfaction of the restrictions, terms and
conditions set by the Committee at the time of an award of Restricted Stock to
a person, a new certificate, without the legend set forth above, for the


 


11





















 


number
of Shares that are no longer subject to such restrictions, terms and conditions
shall be delivered to the person.


 


If a person to whom Restricted Stock has been awarded
dies after satisfaction of the restrictions, terms and conditions for the
payment of all or a portion of the award but prior to the actual payment of all
or such portion thereof, such payment shall be made to the person’s beneficiary
or beneficiaries at the time and in the same manner that such payment would
have been made to the person.


 


The Committee shall have the authority (and the
Agreement evidencing an award of Restricted Stock 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 Shares of Restricted Stock
awarded to a person hereunder on such terms and conditions as the Committee may
deem appropriate.


 


(c)                                  Without
limiting the provisions of the first paragraph of subsection (b) of
this Section 20, if a person to whom Restricted Stock has been awarded
ceases to be employed by at least one of the employers in the group of
employers consisting of the Company and its Affiliates, for any reason, prior
to the satisfaction of any terms and conditions of an award, any Restricted
Stock remaining subject to restrictions shall thereupon be forfeited by the
person and transferred to, and reacquired by, the Company or an Affiliate at no
cost to the Company or the Affiliate; provided, however, if the cessation is
due to the person’s death, disability or Retirement, the Committee may, in its
sole and absolute discretion, deem that the terms and conditions have been met
for all or part of such remaining portion. 
In the event of such forfeiture, the person, or in the event of his
death, his personal representative, shall forthwith deliver to the Secretary of
the Company the certificates for the Shares of Restricted Stock remaining
subject to such restrictions, accompanied by such instruments of transfer, if
any, as may reasonably be required by the Secretary of the Company.


 


(d)                                 In
case of any consolidation or merger of another corporation into the Company in
which the Company is the surviving corporation and in which there is a
reclassification or change (including a change to the right to receive cash or
other property) of the Shares (other than a change in par value, or from par
value to no par value, or as a result of a subdivision or combination, but
including any change in such shares into two or more classes or series of
shares), the Committee may provide that payment of Restricted Stock 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.


 


Section 21.  General


 


(a)                                  The
proceeds received by the Company from the sale of Shares pursuant to Options
shall be used for general corporate purposes.


 


(b)                                 Nothing
contained in the Plan or in any Agreement shall confer upon any Optionee or recipient
of Restricted Stock the right to continue in the employ of the Company or any
Affiliate, or interfere in any way with the rights of the Company or any
Affiliate to terminate his employment at any time, with or without cause.


 


(c)                                  Neither
the members of the Board nor any member of the Committee shall be liable for
any act, omission or determination taken or made in good faith with respect to
the Plan or any Option and any SARs that relate to such Option granted
hereunder or any Restricted Stock awarded hereunder; and the members of the
Board and the Committee shall be entitled to indemnification and reimbursement
by the Company in respect of any claim, loss, damage or expenses (including
counsel fees) arising therefrom to the full extent permitted by law and under
any directors’ and officers’ liability or similar insurance coverage that may
be in effect from time to time.


 


12





















 


(d)                                 Any
payment of cash or any issuance or transfer of Shares to an exercising Optionee
or permitted transferee, or to his legal representative, heir, legatee or
distributee, in accordance with the provisions hereof, shall, to the extent
thereof, be in full satisfaction of all claims of such persons hereunder.  The Committee may require an exercising
Optionee or permitted transferee, legal representative, heir, legatee or
distributee, as a condition precedent to such payment, to execute a release and
receipt therefor in such form as it shall determine.


 


(e)                                  Neither
the Committee, the Board nor the Company guarantees the Shares from loss or
depreciation.


 


(f)                                    All
expenses incident to the administration, termination or protection of the Plan,
including, but not limited to, legal and accounting fees, shall be paid by the
Company or its Affiliates.


 


(g)                                 Records
of the Company and its Affiliates regarding a person’s period of employment,
termination of employment and the reason therefor, leaves of absence,
re-employment and other matters shall be conclusive for all purposes hereunder,
unless determined by the Committee to be incorrect.


 


(h)                                 Any
action required of the Company shall be by resolution of its Board or by a
person authorized to act by resolution of the Board.  Any action required of the Committee shall be
by resolution of the Committee or by a person authorized to act by resolution
of the Committee.


 


(i)                                     If
any provision of the Plan or any Agreement is held to be illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining
provisions of the Plan or such Agreement, as the case may be, but such
provision shall be fully severable and the Plan or such Agreement, as the case
may be, shall be construed and enforced as if the illegal or invalid provision
had never been included herein or therein.


 


(j)                                     Whenever
any notice is required or permitted hereunder, such notice must be in writing
and personally delivered or sent by mail. 
Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered on the date on which it is personally delivered, or,
whether actually received or not, on the third business day after it is
deposited in the United States mail, certified or registered, postage prepaid,
addressed to the person who is to receive it at the address which such person
has theretofore specified by written notice delivered in accordance
herewith.  The Company, an Optionee or a
recipient of Restricted Stock may change, at any time and from time to time, by
written notice to the other, the address that it or he had theretofore
specified for receiving notices.  Until
changed in accordance herewith, the Company and each Optionee and recipient of
Restricted Stock shall specify as its and his address for receiving notices the
address set forth in the Agreement pertaining to the Shares to which such
notice relates.


 


(k)                                  Any
person entitled to notice hereunder may waive such notice.


 


(l)                                     The
Plan shall be binding upon the Optionee or recipient of Restricted Stock, his
heirs, legatees, distributees, legal representatives and permitted transferees,
upon the Company, its successors and assigns, and upon the Committee, and its
successors.


 


(m)                               The
titles and headings of Sections and paragraphs are included for convenience of
reference only and are not to be considered in the construction of the provisions
hereof.


 


(n)                                 All
questions arising with respect to the provisions of the Plan shall be
determined by application of the laws of the State of Texas except to the
extent Texas law is preempted by Federal law.


 


(o)                                 Words
used in the masculine shall apply to the feminine where applicable, and
wherever the context of the Plan dictates, the plural shall be read as the
singular and the singular as the plural.


 


13





















 


Section 22. 
UK Sub-Plan


 


Any provision of
this Plan to the contrary notwithstanding, the Committee may grant to the
employees of the Company or one of its Affiliates whose compensation from the
Company or such Affiliate is subject to taxation under the laws of the United
Kingdom Options which (i) will terminate one year after the Optionee’s
death, (ii) cannot be transferred to a permitted transferee pursuant to
the provisions of Section 10, (iii) cannot be exercised using a means
of payment other than cash or a certified check or cashier’s check, and (iv) will
not be adjusted pursuant to Section 13 without the approval of the Board
of Inland Revenue of the United Kingdom.


 


14