exv10w2







	 	 	 	 	 



Exhibit 10.2




AMENDMENT TO THE NOBLE ENERGY, INC.


CHANGE OF CONTROL AGREEMENT





     Pursuant to the provisions of Paragraph 14 thereof, the Noble Energy, Inc. Change of Control
Agreement made and entered into by and between NOBLE ENERGY, INC., a Delaware corporation, and that
was executed on , to be effective as of January 1, 2008 (the “Agreement”), is hereby amended in the
following respects only:



     FIRST: Paragraph 1 of the Agreement is hereby amended to add a new subparagraph at
the end thereof to read as follows:




     Employer agrees that for a period of 12 months following a Change of Control, Employer will
not (i) cause Executive’s involuntary Separation from Service (within the meaning of Treas. Reg.
1.409A-1(n)) for a reason other than Cause (as defined below) or incapacity due to physical or
mental illness, or (ii) cause a Constructive Separation Event (as defined below) to occur,
without providing Executive with 30 days advance written notice of such separation or event.



     SECOND: Paragraph 3 of the Agreement is hereby amended by restatement in its entirety
to read as follows:




     3. Parachute Payment Limitation. Any provision of this Agreement to the contrary
notwithstanding, if Executive is a “disqualified individual” (as defined in Section 280G of the
Code), and the severance benefits provided in paragraph 1, together with any other payments which
the Executive has the right to receive, would constitute a “parachute payment” (as defined in
Section 280G of the Code), the severance benefits provided hereunder that constitute a parachute
payment and are exempt from the requirements of Section 409A of the Code shall be either (a)
reduced (but not below zero) so that the aggregate present value of such benefits received by
Executive from Employer will be one dollar ($1.00) less than three times Executive’s “base
amount” (as defined in Section 280G of the Code) and so that no portion of such benefits received
by Executive shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid
in full, whichever produces the better net after-tax result for Executive (taking into account
any applicable excise tax under Section 4999 of the Code and any applicable income tax). The
determinations as to the benefit to be reduced and the amount of reduction shall be made by
Employer in good faith, and such determinations shall be conclusive and binding on Executive. If
a reduced payment is made and through error or otherwise that payment, when aggregated with other
payments from the Employer (or its affiliates) used in determining if a “parachute payment”
exists, exceeds one dollar ($1.00) less than three (3) times Executive’s base amount, Executive
shall immediately repay such excess to Employer upon notification that an overpayment has been
made.



 









 





     IN WITNESS WHEREOF, this Amendment has been executed by the parties on this _____ day of
January, 2011, to be effective as of February 1, 2011.



	 	 	 	 	 
	 	NOBLE ENERGY, INC.

 	 
	 	By:  	 	 
	 	 	Name:	 
	 	 	Title:	 
	 



	 	 	 	 	 

	 	 	 	 
	 	 	Signature of Executive
	 

	 	Name Printed:
	 	 







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