**EXHIBIT 10.23****NOBLE CORPORATION****PERFORMANCE-VESTED RESTRICTED STOCK AGREEMENT**     THIS AGREEMENT, made as of the            day of                      20     , by and between NOBLE CORPORATION, aCayman Islands exempted company limited by shares (the “Company”), and                                                                                 (“Executive”);**W I T N E S S E T H:**     WHEREAS, the committee (the “Committee”) acting under the Company’s 1991 Stock Option andRestricted Stock Plan, as amended (the “Plan”), has determined that it is desirable to award sharesof performance-vested restricted stock to Executive under the Plan; and     WHEREAS, pursuant to the Plan, the Committee has determined that the shares ofperformance-vested restricted stock so awarded shall be subject to the restrictions, terms andconditions of this Agreement;     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereincontained, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agreeas follows:     1. *Performance-Vested Restricted Stock Award*. On the terms and conditions and subject to therestrictions, including forfeiture, hereinafter set forth, the Company hereby makes to Executive aperformance-vested restricted stock award (the “Award”) of an aggregate of                                          ordinaryshares (the “Restricted Shares”), par value U.S.$0.10 per share (“Ordinary Shares”), of theCompany. The Award is made effective as of the date hereof (the “Effective Date”). The RestrictedShares shall be issued to Executive, subject to forfeiture as herein provided, without the paymentof any cash consideration by Executive. A certificate representing the Restricted Shares shall beissued in the name of Executive as of the Effective Date and delivered to Executive on theEffective Date or as soon thereafter as practicable. Executive shall cause the certificaterepresenting the Restricted Shares, upon receipt thereof by Executive, to be deposited, togetherwith stock powers and any other instrument of transfer reasonably requested by the Company dulyendorsed in blank, with the Company pursuant to an escrow agreement substantially in the form ofExhibit A hereto (the “Escrow Agreement”). The Restricted Shares shall be delivered to theExecutive upon vesting or assigned and transferred to and reacquired and canceled by the Companyupon forfeiture, as hereinafter set forth, and in accordance with the terms and conditions of theEscrow Agreement. Unless and until the Restricted Shares are delivered to Executive upon vesting,the Restricted Shares shall not be sold, assigned, transferred, discounted, exchanged, pledged orotherwise encumbered or disposed of by Executive in any manner.     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 period andperformance measurement determined by the Committee and set forth onSchedule I hereto and (ii) the termination of the forfeiture provisions applicable to the Restricted Shares shall beconditioned
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upon the continuous employment of Executive by the Company or an Affiliate from thedate of this Agreement to the applicable date of vesting.     (b) Upon and to the extent of the achievement of the performance measurement hereunder withrespect to the Restricted Shares, as determined by the Committee, the shares with respect to whichsuch performance measurement has been achieved shall vest in Executive in accordance with ScheduleI hereto, and Executive shall be entitled to have delivered to him a new certificate, without thelegend referenced in Section 10 of this Agreement, for the number of such vested Ordinary Shares.     (c) If the employment of Executive by the Company or an Affiliate terminates at any time priorto determination of vesting/forfeiture except on account of (i) death, Disability or Retirement ofExecutive or (ii) a Change in Control (as defined in Section 3(c)) of the Company, then, subject toSection 3(b), the Restricted Shares 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 subsidiaries 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, Disability or Retirement of Executiveor (ii) a Change in Control of the Company (whether with or without termination of employment ofExecutive by the Company or an Affiliate). Upon the occurrence of any of the events specified in(i) of this subsection (a), (A) the Restricted Shares comprising the Award shall be prorated based on thenumber of months of actual service by Executive during the three years in the periodended December 31, 2008, and  (B) the determination of vesting shall be made in accordance with Section 2(b) ofthis Agreement.Upon the occurrence of the event specified in (ii) of this subsection (a), (A) a number of shares equal to 66.7 percent of the Restricted Shares (whichequates to the target for this Award) shall immediately become vested and no longer besubject to any forfeiture provisions of this Agreement,  (B) Executive shall be entitled to have delivered to him a new certificate, withoutthe legend referenced in Section 10 of this Agreement, for such number of vestedOrdinary Shares, and  (C) the balance of 33.3 percent of the Restricted Shares shall be forfeited.     (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 such
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restrictions with respect to any or all of the Restricted Shares on such terms and conditionsas the Committee may, in writing, deem appropriate.     (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 Committeethat any person or group (as defined in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Actof 1934, as amended (the “Exchange Act”)) has become the direct or indirect beneficial owner (asdefined in Rule 13d-3 under the Exchange Act) of more than 50 percent of the Voting Stock of theCompany; (ii) the Company is merged or amalgamated with or into or consolidated with anothercorporation and, immediately after giving effect to the merger, amalgamation or consolidation, lessthan 50 percent of the outstanding voting securities entitled to vote generally in the election ofdirectors or persons who serve similar functions of the surviving or resulting entity are thenbeneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) in the aggregate by(x) the members of the Company immediately prior to such merger, amalgamation or consolidation, or(y) if a record date has been set to determine the members of the Company entitled to vote on suchmerger, amalgamation or consolidation, the members of the Company as of such record date; (iii) theCompany either individually or in conjunction with one or more subsidiaries of the Company, sells,conveys, transfers or leases, or the subsidiaries of the Company sell, convey, transfer or lease,all or substantially all of the property of the Company and the subsidiaries of the Company, takenas a whole (either in one transaction or a series of related transactions), including Capital Stockof the subsidiaries of the Company, to any Person (other than a Wholly Owned Subsidiary); (iv) theliquidation or dissolution of the Company; or (v) the first day on which a majority of theindividuals who constitute the board of directors of the Company are not Continuing Directors. Forpurposes of this definition, “Voting Stock” means, with respect to any Person, securities of anyclass or classes of Capital Stock in such Person entitling the holders thereof (whether at alltimes or at the times that such class of Capital Stock has voting power by reason of the happeningof any contingency) to vote in the election of members of the board of directors (or comparablebody) of such Person; “Person” means any individual, corporation, limited liability company,partnership, joint venture, joint stock company, unincorporated organization or government or anyagency or political subdivision thereof; “Capital Stock” in any Person means any and all shares,interests, participations or other equivalents in the equity interest (however designated) in suchPerson and any rights (other than debt securities convertible into an equity interest), warrants oroptions to acquire an equity interest in such Person; “Wholly Owned Subsidiary” means anysubsidiary of the Company of which 100 percent of the total Voting Stock (other than directors’qualifying shares) is at the time owned by the Company, either directly or indirectly throughownership of one or more subsidiaries of the Company; and “Continuing Director” means an individualwho (A) is a member of the board of directors of the Company and (B) either (I) was a member of theboard of directors of the Company on the Effective Date or (II) whose nomination for election orelection to the board of directors of the Company was approved by a vote of at least 66-2/3 percentof the Continuing Directors who were members of the board of directors of the Company at the timeof such nomination or election.     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.
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     5. *Rights as Member*. Upon the issuance of a certificate or certificates representing theRestricted Shares to Executive, Executive 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) Executive 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,Executive shall make arrangements satisfactory to the Committee to pay in the year of such awardany United States federal, state or local taxes required to be withheld with respect to suchshares. If Executive fails to make such payments, the Company and its subsidiaries shall, to theextent permitted by law, have the right to deduct in the year of such award any United Statesfederal, state or local taxes of any kind required by law to be withheld with respect to suchOrdinary Shares.     (b) (i) No later than the date of the lapse of the restrictions on any of the RestrictedShares set forth herein, Executive will pay to the Company or its subsidiaries, or makearrangements satisfactory to the Committee regarding payment of, any United States federal, stateor local taxes of any kind required by law to be withheld with respect to the Restricted Shareswith respect to which such restrictions have lapsed.     (ii) Executive shall, to the extent permitted by law, have the right to deliver to the Companyor its subsidiaries Restricted Shares to which Executive shall be entitled upon the vesting thereof(or other Ordinary Shares owned by Executive), valued at the fair market value of such shares atthe time of such delivery to the Company or its subsidiaries, to satisfy the obligation ofExecutive under Section 6(b)(i) of this Agreement.     (iii) If Executive does not otherwise satisfy the obligation of Executive under Section6(b)(i) of this Agreement, then the Company and its subsidiaries shall, to the extent permitted bylaw, have the right to deduct from any payments of any kind otherwise due to Executive any UnitedStates federal, state or local taxes of any kind required by law to be withheld with respect to theRestricted Shares with respect to which the restrictions on the Restricted Shares set forth hereinhave lapsed.     7. *Non-Assignability*. The Award is not assignable or transferable by Executive.     8. *Newly-Issued Ordinary Shares*. The Ordinary Shares awarded to Executive as the RestrictedShares shall be newly-issued Ordinary Shares of the Company.     9. *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, the
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following adjustments shall be made in the number of Ordinary Shares then constituting theRestricted Shares under the Award, as appropriate:     (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 9(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 Executive shall receive, in addition to the Ordinary Shares withrespect to which the Award has vested, the shares of stock, securities or other property whichwould have been allocable to such Ordinary Shares had the Award vested immediately prior to suchrecord date. The subdivision or combination of Ordinary Shares at any time outstanding into agreater or smaller number of Ordinary Shares shall not be deemed to be a recapitalization orreclassification of the Ordinary Shares for the purposes of this Section 9(b).     10. *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.     11. *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, Executiveagrees that 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.
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     12. *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 oflawsthereof, except to the extent Texas law is preempted by Federal law of the United States or bythe laws of the Cayman Islands.     13. *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.     14. *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.     15. *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 Corporation