2. *Vesting/Forfeiture*.(a) Except as otherwise set forth in this Section 2 of this Agreement, the Award shall not befully vested immediately but shall be subject to forfeiture in accordance with the followingrestricted periods: (i) One-third of the awarded shares shall vest and no longer be subject toforfeiture on the first anniversary of the Award Date (or if such date is not abusiness day, the business day immediately preceding such date); and (ii) One-third of the awarded shares shall vest and no longer be subject toforfeiture on the second anniversary of the Award Date (or if such date is not abusiness day, the business day immediately preceding such date); and (iii) One-third of the awarded shares shall vest and no longer be subject toforfeiture on the third anniversary of the Award Date (or if such date is not abusiness day, the business day immediately preceding such date).(b) Notwithstanding the foregoing, the Board shall have the authority to cancel all or anyportion of any outstanding restrictions prior to the expiration of such restrictions with respectto any or all of the Restricted Shares as the Board may deem appropriate.(c) The Restricted Shares shall vest in Director in accordance with the restricted periods setforth above, and Director shall be entitled to have delivered to him or her a new certificate,without the legend referenced in Section 8 of this Agreement, for the number of such vestedOrdinary Shares.(d) If Director ceases to be a director of the Company on account of Director’s (a) fraud orintentional misrepresentation, or (b) embezzlement, misappropriation or conversion of assets oropportunities 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 byDirector and transferred to, and reacquired by, the Company or an Affiliate of the Company at nocost to the Company or such Affiliate as of the date Director ceases to be a director of theCompany.(e) If Director ceases to be a director of the Company, for any reason, prior to thesatisfaction of the terms and conditions of this Agreement, any Restricted Shares remaining subjectto restrictions shall thereupon be forfeited by Director and transferred to, and reacquired by, theCompany or an Affiliate of the Company at no cost to the Company or such Affiliate; provided,however, if the cessation is due to Director’s death, retirement or disability, the Board may, inits sole and absolute discretion, deem that the terms and conditions have been met for all or partof such remaining portion.(f) In the event of any forfeiture of Restricted Shares, Director, or in the event of his orher death, his or her personal representative, shall forthwith deliver to the Secretary of theCompany 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 Secretaryof the Company.
 
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3. *Escrow Agreement*. In accordance with Section 4.02(d) of the Plan, the Company has approvedthe form of the Escrow Agreement and prescribed its use hereunder in order to enforce therestrictions, terms and conditions applicable to the Restricted Shares.4. *Rights as Member*. Upon the issuance of a certificate or certificates representing theRestricted Shares to Director, Director 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. If the Company shall pay or declare a dividend or make adistribution of any kind, whether due to a reorganization, recapitalization or otherwise, withrespect to the Ordinary Shares constituting the Restricted Shares, then the Company shall pay ormake such dividend or other distribution with respect to the Restricted Shares.5. *Agreements Regarding Taxes*.Director may elect, within 30 days of the Award Date and on notice to the Company, to realizeincome 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 Award Date6. *Non-Assignability*. The Award is not assignable or transferable by Director.7. *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 Board:(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 7(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, Director shall receive, in addition to or in lieu of the OrdinaryShares with respect to which the Award has vested, the shares of stock,securities or other property which would have been allocable to such Ordinary Shares had theAward vested immediately prior to such record date. The subdivision or combination of OrdinaryShares at any time outstanding into a greater or smaller number of Ordinary Shares shall not bedeemed to be a recapitalization or reclassification of the Ordinary Shares for the purposes of thisSection 7(b).
 
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8. *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 AMENDED AND RESTATED NOBLE CORPORATION 1992 NONQUALIFIED STOCK OPTIONAND SHARE PLAN FOR NON-EMPLOYEE DIRECTORS AND MAY NOT BE SOLD, ASSIGNED,TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED OR OTHERWISE ENCUMBERED OR DISPOSED OFIN ANY MANNER EXCEPT AS SET FORTH IN THE TERMS OF THE AGREEMENT EMBODYING THE AWARDOF SUCH SHARES DATED _____, 200 _____. A COPY OF SUCH PLAN AND AGREEMENT ISON FILE IN THE OFFICES OF THE CORPORATION.9. *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, Director 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.10. *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.11. *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.12. *Entire Agreement; Amendment*. This Agreement, together with any Exhibit and any otherwritings referred to herein or delivered pursuant hereto, constitutes the entire agreement betweenthe parties hereto with respect to the subject matter hereof and supersedes all prior agreementsand understandings, whether written or oral, between the parties with respect to the subject matterhereof. To the fullest extent provided by applicable law, this Agreement may be amended, modifiedand supplemented by mutual consent of the parties hereto at any time, with respect to any of theterms contained herein, in such manner as may be agreed upon in writing by such parties.
 
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13. *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: 281-491-2398With a copy to:Noble Corporation13135 S. Dairy Ashford, Suite 800Sugar Land, Texas 77478Attention: Corporate SecretaryFax: 281-276-6316(b) If to Director, when delivered by hand, confirmed fax or mail (registered or certifiedmail with postage prepaid) to:The address and number, if any, set forth opposite