2. *Vesting/Forfeiture*.(a) Except as set forth in Section 3 of this Agreement, (i) the Award shall not be fullyvested immediately but shall be subject to forfeiture in accordance with the restricted periodsdetermined by the Committee and set forth on Schedule I hereto and (ii) the termination of theforfeiture provisions applicable to the Restricted Shares shall be conditioned upon the continuousemployment of Employee by the Company or an Affiliate from the date of this Agreement to theapplicable date of vesting.(b) The shares shall vest in Employee in accordance with the restricted periods set forth onSchedule I hereto, and Employee shall be entitled to have delivered to him a new certificate,without the legend referenced in Section 9 of this Agreement, for the number of such vestedOrdinary Shares.(c) If the employment of Employee by the Company or an Affiliate terminates at any time excepton account of (i) death or Disability of Employee or (ii) a Change in Control (as defined inSection 3(c)) of the Company, then, subject to Section 3(b), any Restricted Shares subject to thisAward that have not theretofore vested shall be forfeited and automatically transferred to andreacquired and canceled by the Company. Transfer of employment without interruption of servicebetween or among the Company and any of its Affiliates shall not be considered a termination ofemployment.3. *Acceleration of Vesting and Termination of Forfeiture Provisions*.(a) The vesting of this Award and the termination of the forfeiture provisions hereof aresubject to acceleration upon the occurrence of (i) the death or Disability of Employee or (ii) aChange in Control of the Company (whether with or without termination of employment of Employee bythe Company or an Affiliate). Upon the occurrence of any of the events specified in (i) or (ii) ofthis subsection (a), (A) all the Restricted Shares then subject to the Award shall immediatelybecome vested and shall no longer be subject to any forfeiture provisions of this Agreement, and(B) Employee shall be entitled to have delivered to him a new certificate, without the legendreferenced in Section 9 of this Agreement, for the number of such vested Ordinary Shares.(b) Notwithstanding anything contained herein to the contrary, the Committee shall have theright to cancel all or any portion of any outstanding restrictions prior to the expiration of suchrestrictions with respect to any or all of the Restricted Shares on such terms and conditions asthe Committee may, in writing, deem appropriate.
 
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(c) For purposes of this Agreement, the following term shall have the indicated meaning:Change in Control: The term “Change in Control” means (i) a determination by the Committee that anyperson or group (as defined in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,as amended (the “Exchange Act”)) has become the direct or indirect beneficial owner (as defined inRule 13d-3 under the Exchange Act) of more than 50 percent of the Voting Stock of the Company; (ii)the Company is merged or amalgamated with or into or consolidatedwith another corporation and, immediately after giving effect to the merger, amalgamation orconsolidation, less than 50 percent of the outstanding voting securities entitled to vote generallyin the election of directors or persons who serve similar functions of the surviving or resultingentity are then beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) in theaggregate by (x) the members of the Company immediately prior to such merger, amalgamation orconsolidation, or (y) if a record date has been set to determine the members of the Companyentitled to vote on such merger, amalgamation or consolidation, the members of the Company as ofsuch record date; (iii) the Company either individually or in conjunction with one or moresubsidiaries of the Company, sells, conveys, transfers or leases, or the subsidiaries of theCompany sell, convey, transfer or lease, all or substantially all of the property of the Companyand the subsidiaries of the Company, taken as a whole (either in one transaction or a series ofrelated transactions), including Capital Stock of the subsidiaries of the Company, to any Person(other than a Wholly Owned Subsidiary); (iv) the liquidation or dissolution of the Company; or (v)the first day on which a majority of the individuals who constitute the board of directors of theCompany are not Continuing Directors. For purposes of this definition, “Voting Stock” means, withrespect to any Person, securities of any class or classes of Capital Stock in such Person entitlingthe holders thereof (whether at all times or at the times that such class of Capital Stock hasvoting power by reason of the happening of any contingency) to vote in the election of members ofthe board of directors (or comparable body) of such Person; “Person” means any individual,corporation, limited liability company, partnership, joint venture, joint stock company,unincorporated organization or government or any agency or political subdivision thereof; “CapitalStock” in any Person means any and all shares, interests, participations or other equivalents inthe equity interest (however designated) in such Person and any rights (other than debt securitiesconvertible into an equity interest), warrants or options to acquire an equity interest in suchPerson; “Wholly Owned Subsidiary” means any subsidiary of the Company of which 100 percent of thetotal Voting Stock (other than directors’ qualifying shares) is at the time owned by the Company,either directly or indirectly through ownership of one or more subsidiaries of the Company; and“Continuing Director” means an individual who (A) is a member of the board of directors of theCompany and (B) either (I) was a member of the board of directors of the Company on the EffectiveDate or (II) whose nomination for election or election to the board of directors of the Company wasapproved by a vote of at least 66-2/3 percent of the Continuing Directors who were members of theboard of directors of the Company at the time of such nomination or election. Notwithstanding theforegoing, or anything to the contrary set forth herein, a transaction will not be considered to bea Change in Control if (i) the Company becomes a direct or indirect wholly owned subsidiary of aholding company and (ii) (A) immediately following that transaction, the then outstanding shares ofcommon stock (or equivalent security) of such holding company and the combined voting power of thethen outstanding voting securities of such holding company entitled to vote generally in theelection of directors is then beneficially owned, directly or indirectly, by all or substantiallyall the individuals and entities who were the beneficial owners, respectively, of the outstandingVoting Stock and outstanding voting securities of the Company immediately prior to such transactionin substantially the same proportion as their ownership, immediately prior to such transaction, ofthe outstanding Voting Stock and outstanding voting securities of the Company, as the case may be,or (B) the shares of outstanding voting securities of the Company outstanding immediately prior tosuch transaction constitute, or are converted into or exchanged for, a majority of the outstandingvoting securities of such holding company immediately after giving effect to such transaction.
 
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4. *Escrow Agreement*. In accordance with Section 20(b) of the Plan, the Committee has approvedthe form of Escrow Agreement and prescribed its use hereunder in order to enforce the restrictions,terms and conditions applicable to the Restricted Shares.5. *Rights as Member*. Upon the issuance of a certificate or certificates representing theRestricted Shares to Employee, Employee shall become the owner thereof for all purposes and shallhave all rights as a member of the Company, including, without limitation, voting rights and theright to receive dividends and distributions, with respect to the Restricted Shares, subject to theforfeiture provisions hereof and the following provisions of this Section 5. If the Company shallpay or declare a dividend or make a distribution of any kind, whether due to a reorganization,recapitalization or otherwise, with respect to the Ordinary Shares constituting the RestrictedShares, then the Company shall pay or make such dividend or other distribution with respect to theRestricted Shares.6. *Agreements Regarding Withholding Taxes*.(a) Employee may elect, within 30 days of the Effective Date and on notice to the Company, torealize income for United States federal income tax purposes equal to the Fair Market Value of theRestricted Shares on the date of award, which shall be the Effective Date. In such event, Employeeshall make arrangements satisfactory to the Committee to pay in the year of such award any UnitedStates federal, state or local taxes required to be withheld with respect to such shares. IfEmployee fails to make such payments, the Company and its Affiliates shall, to the extent permittedby law, have the right to deduct in the year of such award any United States federal, state orlocal taxes of any kind required by law to be withheld with respect to such Ordinary Shares.(b) (i) No later than the date of the lapse of the restrictions on any of the RestrictedShares set forth herein, Employee will make arrangements satisfactory to the Committee regardingpayment of any United States federal, state or local taxes (or foreign taxes) of any kind requiredby law to be withheld with respect to the Restricted Shares with respect to which such restrictionshave lapsed.(ii) (A) Unless and until the Committee shall determine otherwise and provide notice toEmployee in accordance with Section 6(b)(ii)(B) of this Agreement, Employee shall satisfy theobligation of Employee under Section 6(b)(i) of this Agreement by delivery to the Company or itsAffiliates of Restricted Shares to which Employee shall be entitled upon the vesting thereof,valued at the Fair Market Value of such shares at the time of such delivery to the Company or itsAffiliates.(B) The Committee may determine, after the Effective Date and on notice to the Employee, toauthorize one or more arrangements (in addition to the arrangement prescribed in Section6(b)(ii)(A) of this Agreement) satisfactory to the Committee for Employee to satisfy the obligationof Employee under Section 6(b)(i) of this Agreement.
 
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(iii) If Employee does not, for whatever reason, satisfy the obligation of Employee underSection 6(b)(i) of this Agreement, then the Company and its Affiliates shall, to the extentpermitted by law, have the right to deduct from any payments of any kind otherwise due to Employeeany United States federal, state or local taxes (or foreign taxes) of any kind required by law tobe withheld with respect to the Restricted Shares with respect to which the restrictions set forthherein have lapsed.7. *Non-Assignability*. The Award is not assignable or transferable by Employee.8. *Capital Adjustments*. If any of the following events shall occur at any time while theAward is outstanding and any Restricted Shares have not either become vested or been forfeited, thefollowing adjustments shall be made in the number of Ordinary Shares then constituting theRestricted Shares under the Award, as determined appropriate by the Committee:(a) Share Dividend or Split; Combination. If the Company pays a dividend on its outstandingOrdinary Shares in Ordinary Shares or subdivides its outstanding Ordinary Shares into a greaternumber of Ordinary Shares, the number of Ordinary Shares then subject to the Award shall beproportionately increased. Conversely, if the outstanding Ordinary Shares are combined into asmaller number of Ordinary Shares, the number of Ordinary Shares then subject to the Award shall beproportionately reduced. An adjustment made pursuant to this Section 8(a) shall become effectiveas of the record date in the case of a dividend and shall become effective immediately after theeffective date in the case of a subdivision or combination.(b) Recapitalization or Reorganization. In case of any recapitalization or reclassificationof the Ordinary Shares, or any merger, amalgamation or consolidation of the Company with or intoone or more other corporations, or any sale of all or substantially all the assets of the Company,as a result of which the holders of the Ordinary Shares receive other stock, securities or propertyin lieu of or in addition to, but on account of, their Ordinary Shares, the Company shall make orcause to be made lawful and adequate provision whereby, upon the vesting of the Award after therecord date for the determination of the holders of Ordinary Shares entitled to receive such otherstock, securities or property, the Employee shall receive, in addition to or in lieu of theOrdinary Shares with respect to which the Award has vested, the shares of stock, securities orother property which would have been allocable to such Ordinary Shares had the Award vestedimmediately prior to such record date. The subdivision or combination of Ordinary Shares at anytime outstanding into a greater or smaller number of Ordinary Shares shall not be deemed to be arecapitalization or reclassification of the Ordinary Shares for the purposes of this Section 8(b).
 
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9. *Legend*. Each certificate representing Restricted Shares shall conspicuously set forth onthe face or back thereof, in addition to any legends required by applicable law or other agreement,a legend in substantially the following form:THE ORDINARY SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THETERMS OF THE NOBLE CORPORATION 1991 STOCK OPTION AND RESTRICTED STOCK PLAN AND MAYNOT BE SOLD, ASSIGNED, TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED OR OTHERWISEENCUMBERED OR DISPOSED OF IN ANY MANNER EXCEPT AS SET FORTH IN THE TERMS OF THEAGREEMENT EMBODYING THE AWARD OF SUCH SHARES DATED                     , 200     . A COPY OFSUCH PLAN AND AGREEMENT IS ON FILE IN THE OFFICES OF THE CORPORATION.10. *Defined Terms; Plan Provisions*. Unless the context clearly indicates otherwise, thecapitalized terms used (and not otherwise defined) in this Agreement shall have the meaningsassigned to them under the provisions of the Plan. By execution of this Agreement, Employee agreesthat the Award and the Restricted Shares shall be governed by and subject to all applicableprovisions of the Plan. This Agreement is subject to the Plan, and the Plan shall govern wherethere is any inconsistency between the Plan and this Agreement.11. *Governing Law*. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Texas, without regard to the principles of conflicts oflaws thereof, except to the extent Texas law is preempted by Federal law of the United States or bythe laws of the Cayman Islands.12. *Binding Effect*. This Agreement shall be binding upon and inure to the benefit of theparties hereto and their respective heirs, personal representatives, successors and permittedassigns.13. *Entire Agreement; Amendment*. This Agreement, together with any Schedules and Exhibits andany other writings referred to herein or delivered pursuant hereto, constitutes the entireagreement between the parties hereto with respect to the subject matter hereof and supersedes allprior agreements and understandings, whether written or oral, between the parties with respect tothe subject matter hereof. To the fullest extent provided by applicable law, this Agreement may beamended, modified and supplemented by mutual consent of the parties hereto at any time, withrespect to any of the terms contained herein, in such manner as may be agreed upon in writing bysuch parties.14. *Notices*. All notices and other communications hereunder shall be in writing and shall bedeemed given if directed in the manner specified below, to the parties at the following addressesand numbers:(a) If to the Company, when delivered by hand, confirmed fax or mail (registered or certifiedmail with postage prepaid) to:Noble Corporation13135 S. Dairy Ashford, Suite 800Sugar Land, Texas 77478Attention: Chief Executive OfficerFax: 281-276-6316
 
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With a copy to:Chairman of Compensation Committeec/o Noble Corporation13135 S. Dairy Ashford, Suite 800Sugar Land, Texas 77478Fax: 281-276-6316(b) If to Employee, when delivered by hand, confirmed fax or mail (registered or certifiedmail with postage prepaid) to:The address and number, if any, set forth opposite