exv10w3



 






Exhibit 10.3




AMENDMENT TO

NOBLE ENERGY, INC.

1992 STOCK OPTION AND RESTRICTED STOCK PLAN

2005 NONQUALIFIED STOCK OPTION AGREEMENT




     THIS AMENDMENT, made as of this 27th day of July, 2005, by and between NOBLE ENERGY, INC., a
Delaware corporation (herein called the “Company”) and WILLIAM POILLION (herein called “Employee”),



WITNESSETH THAT:




     WHEREAS, by an Agreement between the Company and Employee dated February 1, 2005 (the “2005
Option Agreement”), the Company granted to Employee the option to purchase shares of Company common
stock pursuant to the Company’s 1992 Stock Option and Restricted Stock Plan, as amended (herein
called the “Plan”); and



     WHEREAS, the Company and Employee now desire to amend the 2005 Option Agreement to modify the
terms of exercise that apply to the shares of Company common stock that may be purchased pursuant
to paragraph 1(a) of the 2005 Option Agreement;



     NOW, THEREFORE, pursuant to the provisions of Section 18 of the Plan, paragraph 1 of the 2005
Option Agreement is hereby amended by restatement in its entirety to read as follows:




     1. Grant of Option, Option Period and Terms of Exercise of Option. The
Company hereby grants to Employee the option to purchase, as hereinafter set forth, 7,790
shares of common stock of the Company at the price of $59.74 per share, for a period
commencing one year from the date of this Agreement and terminating on the first to occur
of (1) the expiration of ten years from the date of this Agreement, or (2) when the
employment of Employee by the Company or a subsidiary of the Company has terminated for any
reason; provided that, in accordance with the provisions of Section 9 of the Plan, the
number of shares purchasable hereunder in any periods of time during which the option
evidenced hereby is exercisable shall be limited as follows: (a) regardless of whether or
not Employee is an employee of the Company or a subsidiary of the Company on February 1,
2006, one-third (1/3) of such shares (if a number including a fraction, then the next lower
whole number) shall be purchasable only on February 1, 2006; (b) an additional one-third
(1/3) of such shares (if a number including a fraction, then the next lower whole number)
shall be purchasable, in whole at any time or in part from time to time, commencing two
years from the date of this Agreement; and (c) the remainder of such shares shall be
purchasable, in whole at any time or in part from time to time, commencing three years from
the date of this Agreement; provided further that solely with respect to the shares that
are purchasable under clauses (b) and (c) of this paragraph 1, (i) if said employment
terminates more than one year and less than ten years from the date hereof other than by
reason of death, disability, or retirement, then Employee may exercise this option with
respect to said shares, to the extent he was able to do so at the date of













 






the termination of employment, at any time within one year after such termination but
not after the expiration of the ten-year period, and (ii) if said employment terminates
more than one year and less than ten years from the date hereof by reason of Employee’s
death, disability, or retirement, then Employee, the executor or administrator of the
estate of Employee, or any person who has acquired this option directly from Employee by
bequest or inheritance may exercise this option with respect to said shares to the extent
Employee was entitled to exercise it on the date of his death, disability, or retirement,
at any time within five years after such death, disability, or retirement, but not after
the expiration of the ten-year period. Retirement is defined in the Plan as termination of
employment by a person who is 55 years of age with five or more years of credited service
with the Company, or a person who has at least twenty years of credited service with the
Company prior to termination of employment, or whose termination of employment with the
Company by reason of retirement has been approved in writing by the Committee acting in its
discretion.




     Transfer of employment without interruption of service between or among the Company
and its subsidiaries shall not be considered a termination of service. The term
“subsidiary” as used in this Agreement shall have the meaning set forth in Section 1(m) of
the Plan and shall include future as well as present subsidiaries. This option is, and is
intended to be, a nonqualified stock option, and it is not intended to qualify as an
incentive stock option under Section 422A of the Internal Revenue Code.



IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
written above.



	 	 	 	 	 
	 	 	NOBLE ENERGY, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Charles D. Davidson
	 

	 	 	 	 
	 

	 	 	 	Charles D. Davidson
	 

	 	 	 	Chairman, President and CEO
	 
	 	 	 	 
	 	 	EMPLOYEE
	 
	 	 	 	 
	 
	 	/s/ William Poillion
	 	 	 
	 

	 	William Poillion








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