Exhibit 10.4


 


NOBLE ENERGY, INC.


1992 STOCK OPTION AND RESTRICTED STOCK PLAN


 


RESTRICTED STOCK AGREEMENT


 


THIS AGREEMENT, made and entered into as of                   ,
2005, by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”),
and                                  
(“Employee”),


 


WITNESSETH THAT:


 


WHEREAS, the Compensation, Benefits and Stock Option Committee of the
Company’s Board of Directors (the “Committee”), acting under the Company’s 1992
Stock Option and Restricted Stock Plan adopted on January 28, 1992, as amended
(the “Plan”), has the authority to award restricted shares of the common stock
of the Company to certain employees of the Company or an Affiliate (as defined
in the Plan); and


 


WHEREAS, pursuant to the Plan the Committee has determined to make such
an award to Employee on the terms and conditions and subject to the
restrictions set forth in the Plan and this Agreement, and Employee desires to
accept such award;


 


NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements contained herein, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


 


1.     Restricted
Stock Award.  On the terms and
conditions and subject to the restrictions, including forfeiture, hereinafter
set forth, the Company hereby awards to Employee, and Employee hereby accepts,
a restricted stock award (the “Award”) of                  
shares (the “Restricted Shares”) of common stock, par value $3.33 1/3 per
share, of the Company.  The Award is made
effective as of                     , 2005 (the “Effective Date”).  A certificate representing the Restricted
Shares shall be issued in the name of Employee as of the Effective Date and
delivered to Employee on the Effective Date or as soon thereafter as
practicable.  Employee shall cause the
certificate representing the Restricted Shares, upon receipt thereof by
Employee, to be deposited, together with stock powers and any other instrument
of transfer reasonably requested by the Company duly endorsed in blank, with
the Company, to be held by the Company in escrow for Employee’s benefit until
such time as the Restricted Shares represented by such certificate are either
forfeited by Employee to the Company or the restrictions thereon terminate as set
forth in this Agreement.


 


2.     Vesting
and Forfeiture.


 


(a)           The Restricted Shares
shall be subject to a restricted period (the “Restricted Period”) that shall
commence on the Effective Date and shall end on                            ,
2008.


 





















 


(b)           During the Restricted
Period, the Restricted Shares shall be subject to being forfeited by Employee
to the Company as provided in this Agreement, and Employee may not sell,
assign, transfer, discount, exchange, pledge or otherwise encumber or dispose
of any of the Restricted Shares.


 


(c)           If Employee remains
employed by the Company or an Affiliate throughout the Restricted Period, the
restrictions applicable hereunder to the Restricted Shares shall terminate, and
as soon as practicable after the end of the Restricted Period a stock
certificate for the Restricted Shares, together with any dividends or other
distributions with respect to such shares then being held by the Company
pursuant to the provisions of this Agreement, shall be delivered to Employee
free of such restrictions.


 


(d)           If
Employee’s employment with the Company or an Affiliate terminates during the
Restricted Period by reason of Employee’s death, Disability (as defined in
Section 2(g) hereof), or discharge by the Company or an Affiliate other than for
Cause (as defined in Section 2(g) hereof), the restrictions applicable
hereunder to the Restricted Shares shall terminate, and as soon as practicable
after such termination of employment a stock certificate for the Restricted
Shares, together with any dividends or other distributions with respect to such
shares then being held by the Company pursuant to the provisions of this
Agreement, shall be delivered to Employee (or in the event of Employee’s death,
to Employee’s estate) free of such restrictions.


 


(e)           All
of the Restricted Shares shall be forfeited by Employee and transferred to the
Company at no cost to the Company if the employment of Employee by the Company
or an Affiliate terminates during the Restricted Period for any reason other
than Employee’s death, Disability, or discharge by the Company or an Affiliate
without Cause.


 


(f)            If a Change in Control
(as defined in Section 2(g) hereof) occurs during the Restricted Period and
while Employee is employed by the Company or an Affiliate, the restrictions
applicable hereunder to the Restricted Shares shall terminate and the
Restricted Shares (and/or any successor securities or other property
attributable to the Restricted Shares that may result from the Change in
Control), together with any dividends or other distributions with respect to
such shares then being held by the Company pursuant to the provisions of this
Agreement, shall be delivered to Employee free of such restrictions.


 


(g)           For the purposes of
this Agreement:  (i) the “Disability” of
Employee shall mean that Employee is disabled within the meaning of Section
22(e)(3) of the Internal Revenue Code of 1986, as amended, as determined by the
Committee in its discretion; (ii) transfers of employment without interruption
of service between or among the Company and its Affiliates shall not be
considered a termination of employment; (iii) a discharge by the Company or an
Affiliate for “Cause” means any termination of Employee’s employment with the
Company or an Affiliate by reason of Employee’s (1) conviction of a felony or
misdemeanor involving moral turpitude, (2) engagement in conduct involving
misuse of the funds or other property of the Company or an Affiliate,


 


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(3) engagement in a business activity which is in conflict with the
business interests of the Company or an Affiliate, (4) gross negligence of
willful misconduct, or (5) engagement in conduct which is in violation of the
safety rules or standards of the Company or an Affiliate or which otherwise may
cause or causes injury to another person; and (iv) a “Change in Control” shall
be deemed to have occurred if:


 


(1)           individuals
who, as of the date hereof, constitute the Board of Directors of the Company
(the “Incumbent Board”) cease for any reason to constitute at least fifty-one
percent (51%) of the Board of Directors of the Company, provided that any
person becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s stockholders was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be, for purposes of this Agreement, considered as though such person were a
member of the Incumbent Board;


 


(2)           the
stockholders of the Company shall approve a reorganization, merger or
consolidation, in each case, with respect to which persons who were the
stockholders of the Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own outstanding voting securities
representing at least fifty-one percent (51%) of the combined voting power
entitled to vote generally in the election of directors (“Voting Securities”)
of the reorganized, merged or consolidated company;


 


(3)           the
stockholders of the Company shall approve a liquidation or dissolution of the
Company or a sale of all or substantially all of the stock or assets of the
Company; or


 


(4)           any
“person,” as that term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of
its subsidiaries, any employee benefit plan of the Company or any of its
subsidiaries, or any entity organized, appointed or established by the Company
for or pursuant to the terms of such a plan), together with all “affiliates”
and “associates” (as such terms are defined in Rule 12b-2 under the Exchange
Act) of such person (as well as any “Person” or “group” as those terms are used
in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial
owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of securities of the Company
representing in the aggregate twenty-five percent (25%) or more of either (A)
the then outstanding shares of common stock, par value $3.33-1/3 per share, of
the Company (“Common Stock”) or (B) the Voting Securities of the Company, in
either such case other than solely as a result of acquisitions of such
securities directly from the Company. 
Without limiting the foregoing, a person who, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise has
or shares the power to vote, or to direct the voting of, or to dispose, or to
direct the disposition of, Common Stock or other Voting


 


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Securities of the Company shall be deemed the beneficial owner of such
Common Stock or Voting Securities.


 


Notwithstanding the foregoing, a “Change in Control” of the Company
shall not be deemed to have occurred for purposes of subparagraph (4) of this
Section 2(g)(iv) solely as the result of an acquisition of securities by the
Company which, by reducing the number of shares of Common Stock or other Voting
Securities of the Company outstanding, increases (i) the proportionate number
of shares of Common Stock beneficially owned by any person to twenty-five
percent (25%) or more of the shares of Common Stock then outstanding or (ii)
the proportionate voting power represented by the Voting Securities of the
Company beneficially owned by any person to twenty-five percent (25%) or more
of the combined voting power of all then outstanding Voting Securities;
provided, however, that if any person referred to in clause (i) or (ii) of this
sentence shall thereafter become the beneficial owner of any additional shares
of Common Stock or other Voting Securities of the Company (other than a result
of a stock split, stock dividend or similar transaction), then a Change in
Control of the Company shall be deemed to have occurred for purposes
subparagraph (4) of this Section 2(g)(iv).


 


3.     Rights
as Shareholder.  Subject to the
provisions of this Agreement, upon the issuance of a certificate or
certificates representing the Restricted Shares to Employee, Employee shall
become the owner thereof for all purposes and shall have all rights as a
stockholder, including voting rights and the right to receive dividends and
distributions, with respect to the Restricted Shares.  If the Company shall pay or declare a
dividend or make a distribution of any kind, whether due to a reorganization,
recapitalization or otherwise, with respect to the shares of Company common
stock constituting the Restricted Shares, then the Company shall pay or make
such dividend or other distribution with respect to the Restricted Shares;
provided, however, that the cash, stock or other securities and other property
constituting such dividend or other distribution shall be held by the Company
subject to the restrictions applicable hereunder to the Restricted Shares until
the Restricted Shares are either forfeited by Employee and transferred to the
Company or the restrictions thereon terminate as set forth in this
Agreement.  If the Restricted Shares with
respect to which such dividend or distribution was paid or made are forfeited
by Employee pursuant to the provisions hereof, then Employee shall not be
entitled to receive such dividend or distribution and such dividend or
distribution shall likewise be forfeited and transferred to the Company.  If the restrictions applicable to the
Restricted Shares with respect to which such dividend or distribution was paid
or made terminate in accordance with the provisions of this Agreement, then
Employee shall be entitled to receive such dividend or distribution with
respect to such shares, without interest, and such dividend or distribution
shall likewise be delivered to Employee.


 


4.     Withholding
Taxes.


 


(a)           Employee
may elect, within 30 days of the Effective Date and on notice to the Company,
to realize income for federal income tax purposes equal to the fair market
value of the Restricted Shares on the Effective Date.  In such event, Employee shall make
arrangements satisfactory to the Company or the appropriate Affiliate to pay in
the year


 


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of the Award any federal, state or local
taxes required to be withheld with respect to such shares.  If Employee fails to make such payments, then
any provision of this Agreement to the contrary notwithstanding, the Company
and its Affiliates shall, to the extent permitted by law, have the right to
deduct from any payments of any kind otherwise due from the Company or an
Affiliate to or with respect to Employee, whether or not pursuant to this
Agreement, or the Plan and regardless of the form of payment, any federal,
state or local taxes of any kind required by law to be withheld with respect to
the Restricted Shares.


 


(b)           If no election is made
by Employee pursuant to Section 4(a) hereof, then upon the termination of the
restrictions applicable hereunder to the Restricted Shares, Employee (or in the
event of Employee’s death, the administrator or executor of Employee’s estate)
will pay to the Company or the appropriate Affiliate, or make arrangements
satisfactory to the Company or such Affiliate regarding payment of, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the Restricted Shares.  If
Employee (or in the event of Employee’s death, the administrator or executor of
Employee’s estate) fails to make such payments, then any provision of this
Agreement to the contrary notwithstanding, the Company and its Affiliates
shall, to the extent permitted by law, have the right to deduct from any
payments of any kind otherwise due from the Company or an Affiliate to or with
respect to Employee, whether or not pursuant to this Agreement, or the Plan and
regardless of the form of payment, any federal, state or local taxes of any
kind required by law to be withheld with respect to the Restricted Shares.


 


5.     Reclassification
of Shares.  In case of any
consolidation or merger of another corporation into the Company in which the
Company is the surviving corporation and in which there is a reclassification
or change (including the right to receive cash or other property) of the
Restricted Shares (other than a change in par value, or from par value to no
par value, or as a result of a subdivision or combination, but including any
change in such shares into two or more classes or series of shares), the
Committee may provide that payment of the Restricted Shares shall take the form
of the kind and amount of shares of stock and other securities (including those
of any new direct or indirect parent of the Company), property, cash or any
combination thereof receivable upon such consolidation or merger.


 


6.     Effect
on Employment.  Nothing contained in
this Agreement shall confer upon Employee the right to continue in the
employment of the Company or an Affiliate, or affect any right which the
Company or an Affiliate may have to terminate the employment of Employee.


 


7.     Legend.
Each certificate representing the Restricted Shares shall conspicuously set
forth on the face or back thereof, in addition to any legends required by
applicable law or other agreement, a legend in substantially the following
form:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ISSUED PURSUANT TO THE TERMS OF THE NOBLE ENERGY, INC.


 


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1992 STOCK OPTION PLAN AND RESTRICTED STOCK
PLAN AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED
OR OTHERWISE ENCUMBERED OR DISPOSED OF IN ANY MANNER, EXCEPT AS SET FORTH IN
THE TERMS OF THE AGREEMENT EMBODYING THE AWARD OF SUCH SHARES DATED                         , 2005. A COPY OF SUCH AGREEMENT IS ON FILE IN
THE OFFICE OF THE COMPANY.


 


8.     Assignment.  The Company may assign all or any portion of
its rights and obligations under this Agreement.  The Award, the Restricted Shares and the
rights and obligations of Employee under this Agreement may not be sold,
assigned, transferred, discounted, exchanged, pledged or otherwise encumbered
or disposed of by Employee other than by will or the laws of descent and
distribution.


 


9.     Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of (i) the Company and its successors and
assigns, and (ii) Employee, and Employee’s heirs, devisees, executors,
administrators and personal representatives.


 


10.   Amendment.  This Agreement may be amended or terminated
at any time by an instrument in writing to such effect executed by both
parties.


 


11.   Notices.  All notices required or permitted to be given
or made under this Agreement shall be in writing and shall be deemed to have
been duly given or made if (i) delivered personally, (ii) transmitted by first
class registered or certified United States mail, postage prepaid, return
receipt requested, (iii) sent by prepaid overnight courier service, or (iv)
sent by telecopy or facsimile transmission, answer back requested, to the
person who is to receive it at the address that such person has theretofore
specified by written notice delivered in accordance herewith.  Such notices shall be effective (i) if
delivered personally or sent by courier service, upon actual receipt by the
intended recipient, (ii) if mailed, upon the earlier of five days after deposit
in the mail or the date of delivery as shown by the return receipt therefor, or
(iii) if sent by telecopy or facsimile transmission, when the answer back is
received.  The Company or Employee may
change, at any time and from time to time, by written notice to the other, the
address that the Company or Employee had theretofore specified for receiving
notices.  Until such address is changed
in accordance herewith, notices under this Agreement shall be delivered or sent
(i) to Employee at Employee’s address as set forth in the records of the
Company, or (ii) to the Company at the principal executive offices of the
Company clearly marked “Attention:  Lee
Robison”.


 


12.   Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas without regard to its principles of conflict of
laws.


 


13.   Severability.
If any provision of this Agreement is held to be unenforceable, this Agreement
shall be considered divisible and such provision shall be deemed inoperative to
the extent it is deemed unenforceable, and in all other respects this


 


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Agreement shall remain in full force and effect; provided, however,
that if any such provision shall be deemed to be so limited and shall be
enforceable by limitation thereof, then the provision shall be so limited and
shall be enforceable to the maximum extent permitted by applicable law.


 


14.   Further
Assurances.  The parties agree to
execute such additional instruments and to take all such further action as may
be reasonably necessary to carry out the intent and purposes of this Agreement.


 


15.   Entire
Agreement.  This Agreement and Plan
set forth the entire agreement between the parties with respect to the subject
matter hereof, and supersede all prior agreements and understandings, whether
written or oral, between the parties with respect to the subject matter hereof.


 


16.   Subject
to Plan.  The Award, the Restricted
Shares and this Agreement are subject to all of the terms and conditions of the
Plan as amended from time to time.  In
the event of any conflict between the terms and conditions of the Plan and
those set forth in this Agreement, the terms and conditions of the Plan shall
control.


 


17.   Counterparts.  This Agreement may be executed by the parties
hereto in any number of counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same agreement.


 


18.   Descriptive
Headings.  The descriptive headings
herein are inserted for convenience of reference only, do not constitute a part
of this Agreement, and shall not affect in any manner the meaning or
interpretation of this Agreement.


 


19.   References.  The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder” and words of similar import refer to this Agreement as a
whole and not to any particular subdivision unless expressly so limited.  


 


[SIGNATURE PAGE TO FOLLOW]


 


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IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement as of the date first written above.


 


 


	
   

  	
  NOBLE ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	 

	
   

  	
  Title:

  	
  Chairman,

  	 

	
   

  	
   

  	
  Compensation, Benefits and Stock

  Option Committee

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  EMPLOYEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee Printed Name

  
							



 


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STOCK POWER AND ASSIGNMENT


SEPARATE FROM
CERTIFICATE


 


FOR VALUE RECEIVED and pursuant to that
certain Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan Restricted
Stock Agreement dated as of                                       
(the “Agreement”), the
undersigned Employee hereby sells, assigns and transfers unto                                     ,
                     
shares of the Common Stock, $3.33 1/3 par value per share, of Noble Energy,
Inc., a Delaware corporation (the “Company”), standing in the undersigned’s
name on the books of the Company represented by Certificate No(s).          
delivered herewith, and does hereby irrevocably constitute and appoint the
Secretary of the Company as the undersigned’s attorney-in-fact, with full power
of substitution, to transfer said stock on the books of the Company.  THIS ASSIGNMENT MAY ONLY BE USED AS
AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.


 


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name Printed:

  	
   

  



 


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