Transfer of employment without interruption of service between or among the Company and any ofits Affiliates shall not be considered a termination of employment. Notwithstanding anythingcontained in this Agreement to the contrary, no fractional Shares may be purchased upon exercise ofthe option.2. Agreement of Employee Regarding Employment. Employee hereby agrees to serve theCompany or Affiliate by performing the duties now assigned to Employee or such other duties as mayhereafter be assigned to Employee, at Employee’s present salary, with such increases and bonuses,if any, as the Company or Affiliate may authorize, for a period of at least one year from the datehereof. There is no obligation on the part of the Company or Affiliate to continue Employee’semployment for said one-year period or for any period, and nothing in this Agreement shall in anyway interfere with the right of the Company or any Affiliate to terminate the employment ofEmployee at any time, with or without cause.3. Requirement of Employment. Except as provided in Paragraph 1 hereof, the optionmay not be exercised unless Employee is, at the time of exercise, an employee of the Company or anAffiliate.4. Exercise of Option.(a) The option may be exercised by written notice signed by Employee and delivered to theSecretary of the Company at the address set forth opposite the Company’s name on the signature pageof this Agreement. Such notice shall state the number of Shares as to which the option isexercised and shall be accompanied by the full amount of the purchase price of such Shares. Thepurchase price may be paid in cash or by certified check or cashier’s check or, if permitted by theCommittee, in whole or in part, by the surrender of issued and outstanding Shares (including anactual or deemed multiple series of exchanges of such Shares) which shall be credited against thepurchase price at the Fair Market Value of the Shares surrendered on the date of exercise of theoption. Any such notice shall be deemed delivered on the date on which it is personally deliveredto the Secretary of the Company at the address specified above in this Paragraph 4(a) or, if sentby mail, on the earlier of (i) the date on which it is received by the Secretary of the Company atsuch address or (ii) the third business day after it isdeposited in the United States mail, certified or registered, postage prepaid, addressed to theSecretary of the Company at such address.(b) Promptly after demand by the Company, and at its direction, Employee shall pay to theCompany or the appropriate Affiliate an amount equal to the applicable withholding taxes due inconnection with exercise of the option. Such withholding taxes may be paid in cash or by certifiedcheck or cashier’s check or, subject to the further provisions of this Paragraph 4(b), in whole orin part, by having the Company withhold from the Shares otherwise issuable upon exercise of theoption a number of Shares having a value equal to the amount of such withholding taxes or bysurrendering to the Company or the appropriate Affiliate a number of issued and outstanding Shareshaving a value equal to the amount of such withholding taxes. The value of any Shares so withheldby or surrendered to the Company or the appropriate Affiliate shall be based on the Fair MarketValue of such Shares on the date on which the option is exercised (in the case of a withholding ofShares) or the date (which shall not be earlier than the date of exercise of the option) on whichthe Shares are surrendered (in the case of a surrender of Shares). Employee shall pay to theCompany or the appropriate Affiliate in cash or by certified check or cashier’s check the amount,if any, by which the amount of such withholding taxes exceeds the value of the Shares so withheldor surrendered. Any election by Employee to have Shares withheld or to surrender Shares to paywithholding taxes (an “Election”) must be made at or prior to the time of exercise of the option(in the case of a withholding of Shares) or at or prior to the time of surrender of the Shares (inthe case of a surrender of Shares). All Elections shall be made in the same manner as is requiredunder the first sentence of Paragraph 4(a) hereof for the exercise of the option and shall bedeemed delivered in accordance with the provisions of the last sentence of that Paragraph.
 
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(c) Notwithstanding anything contained in this Agreement to the contrary, to the extentpermitted by applicable law, the Committee may, in its sole and absolute discretion, selectivelyapprove arrangements with a brokerage firm or firms under which any such brokerage firm shall, onbehalf of Employee, make payment in full to the Company of the aggregate purchase price of theShares then being purchased upon exercise of the option, and the Company, pursuant to anirrevocable notice in writing from Employee, shall make prompt delivery of one or more certificatesrepresenting the purchased Shares to such brokerage firm. Payment in full for purposes of theimmediately preceding sentence shall mean payment of the full amount due, either in cash or bycertified check or cashier’s check. Any arrangements shall be subject to such rules andregulations as the Committee may adopt in connection therewith.5. Delivery of Certificates Upon Exercise of Option. Delivery of one or morecertificates representing the purchased Shares shall be made as promptly as practicable afterreceipt by the Company of notice of exercise and payment in full of the purchase price and, ifrequired, the amount of any withholding taxes; provided, however, that the Company shall have suchtime as is necessary to qualify or register such Shares under any applicable law or governmentalrule or regulation or list such Shares on any securities exchange on which the Shares are listed.6. Adjustments. If at any time while the option is outstanding there shall be anyincrease or decrease in the number of issued and outstanding Shares effected without receipt ofconsideration therefor by the Company, through the declaration of a dividend in Shares or throughany recapitalization, amalgamation or merger or otherwise in which the Company is the survivingcorporation, resulting in a split-up, combination or exchange of Shares, then and in each suchevent appropriate adjustment shall be made by the Company in the number of Shares and the purchaseprice per Share thereof then subject to purchase pursuant to the option, to the end that the sameproportion of the issued and outstanding Shares in each such instance shall remain subject topurchase under the option at the same aggregate purchase price. In the event of a reclassificationof the Shares or a liquidation, corporate separation (such as a spin-off or split-off) orreorganization (including a merger, amalgamation, consolidation or sale of assets) of the Company,not covered by the foregoing provisions of this Paragraph 6, it is agreed that the Company shallmake such adjustments, if any, as the Committee may deem appropriate in the number, purchase priceand kind of shares still subject to the option. Any adjustment pursuant to this Paragraph 6 shallbe final, conclusive and binding on Employee.
 
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7. Transferability.(a) Except as otherwise provided in Paragraph 7(b) below, the option evidenced hereby is nottransferable otherwise than by will or by the laws of descent and distribution, or the rulesthereunder, and may be exercised during the life of Employee only by Employee.(b) Notwithstanding Paragraph 7(a), the option evidenced hereby may be transferred, in wholeor in part, by Employee (i) by gift to the Immediate Family Members (as defined in Paragraph 7(c)below) of Employee, partnerships whose only partners are Employee or the Immediate Family Membersof Employee, limited liability companies whose only shareholders or members are Employee or theImmediate Family Members of Employee, and trusts established solely for the benefit of Employee orthe Immediate Family Members of Employee, or (ii) to any other persons or entities in thediscretion of the Committee; provided, that any subsequent transfers of a transferred option shallbe prohibited except those in accordance with Paragraph 7(a). Following transfer, any such optionshall continue to be subject to the same terms and conditions as were applicable immediately priorto transfer; provided, that for purposes of this Agreement, the term “Employee” (except as used inthe next succeeding sentence) shall be deemed to refer to the transferee. The events of anytermination of employment set forth in Paragraph 1 above shall continue to be applied with respectto Employee, following which any transferred options shall be exercisable by the transferee only tothe extent, and for the periods, specified in Paragraph 1 above.(c) “Immediate Family Members” as used in this Agreement shall have the meaning assignedthereto under the Plan, i.e., the spouse, former spouse, children (including stepchildren) orgrandchildren of an individual.8. Defined Terms. Unless the context clearly indicates otherwise, the capitalizedterms used (and not otherwise defined) in this Agreement shall have the meanings assigned to themunder the provisions of the Plan.9. Plan Provisions. By execution of this Agreement, Employee agrees that the optionand the Shares to be received upon exercise of the option shall be governed by and subject to allapplicable provisions of the Plan. This Agreement is subject to the Plan, and the Plan shallgovern where there is any inconsistency between the Plan and this Agreement.10. Construction. The option evidenced hereby is not an incentive stock option underSection 422 of the United States Internal Revenue Code of 1986, as amended. The headings of theparagraphs of this Agreement are inserted for convenience only and shall not constitute a parthereof. This Agreement is governed by, and shall be construed and enforced in accordance with, thelaws of the State of Texas, without regard to the principles of conflicts of laws thereof, exceptto the extent Texas law is preempted by Federal law of the United States or by the laws of theCayman Islands.
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.        Address:   NOBLE CORPORATION         13135 S. Dairy Ashford