Exhibit 10.2


 


2005 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


OF


NOBLE
ENERGY, INC.


 


RESTRICTED
STOCK AGREEMENT


 


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


 


WITNESSETH
THAT:


 


WHEREAS, the 2005 Stock Plan for Non-Employee
Directors of Noble Energy, Inc. (the “Plan”) as adopted by the Board of
Directors of the Company and approved by the stockholders of the Company to be
effective as of April 26, 2005 (said Plan, as in effect from time to time,
the “Plan”), provides for the grant of restricted shares of the Company’s
common stock, par value $3.33-1/3 per share (“Common Stock”), to the Company’s
Non-Employee Directors (as defined in the Plan) upon the terms and conditions
specified under the Plan; and


 


WHEREAS, Director is a Non-Employee Director
of the Company who has been granted an award of restricted shares of Common
Stock pursuant to the Plan;


 


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 with respect to such award:


 


1.             Restricted
Stock Award.  On the terms and
conditions and subject to the restrictions, including forfeiture, hereinafter
set forth, the Company hereby awards to Director, and Director hereby accepts,
a restricted stock award (the “Award”) of               
shares of Common Stock (the “Restricted Shares”).  The Award is made effective as of               
(the “Effective Date”).  A certificate
representing the Restricted Shares shall be issued in the name of Director as
of the Effective Date and delivered to Director on the Effective Date or as
soon thereafter as practicable.  Director
shall cause the certificate representing the Restricted Shares, upon receipt
thereof by Director, 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 Director’s
benefit until such time as the Restricted Shares represented by such
certificate are either forfeited by Director 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                           .


 


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


 


(c)           If
Director remains a director of the Company 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 Director
free of such restrictions.


 


(d)           If
Director ceases to be a director of the Company on account of Director’s (i) fraud
or intentional misrepresentation, or (ii) embezzlement, misappropriation
or conversion of assets or opportunities of the Company or any Affiliate (as
defined in the Plan), then the Restricted Shares shall be forfeited by Director
to the Company, and shall be transferred to the Company by Director.


 


(e)           If
Director dies or becomes disabled (within the meaning of section 22(e)(3) of
the Internal Revenue Code of 1986, as amended, as determined by the Board of
Directors of the Company in its discretion) while a director of the Company, or
retires as a regular director of the Company because of age in accordance with
the mandatory retirement provisions of Article III of the By-laws of the
Company, all restrictions applicable to the Restricted Shares shall terminate,
and as soon as practicable thereafter 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 Director (or in the event of Director’s death,
to Director’s estate) free of such restrictions.


 


(f)            If
a Change in Control (as defined in Section 2(g) hereof) occurs during
the Restricted Period and while Director is a director of the Company, 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 Director free of such restrictions.


 


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(g)           For
the purposes of this Agreement, 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 (i) the then outstanding shares of Common Stock, or (ii) 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 Securities of the


 


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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) 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).


 


3.             Rights
as Shareholder.  Subject to the
provisions of this Agreement, upon the issuance of a certificate or
certificates representing the Restricted Shares to Director, Director 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 Director 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 Director pursuant to the provisions hereof, then Director 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
Director 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 Director.


 


4.             Reclassification
of Shares.  In case of any
consolidation or merger of another corporation into the Company in which the
Company is the surviving


 


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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 Board of Directors of
the Company 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.


 


5.             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
2005 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS OF NOBLE ENERGY, INC. 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                         .
A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE COMPANY.


 


6.             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 Director under this Agreement may not be sold,
assigned, transferred, discounted, exchanged, pledged or otherwise encumbered
or disposed of by Director other than by will or the laws of descent and
distribution.


 


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


 


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


 


9.             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


 


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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 Director may change, at any time and from time to time,
by written notice to the other, the address that the Company or Director 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 Director at Director’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”.


 


10.           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.


 


11.           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 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.


 


12.           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.


 


13.           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.


 


14.           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.


 


15.           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.


 


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16.           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.


 


17.           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 Director
have executed this Agreement as of the date first written above.


 


 


	
   

  	
  NOBLE ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Charles. D. Davidson

  
	
   

  	
   

  	
  Chairman, President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director Printed
  Name

  



 


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STOCK
POWER AND ASSIGNMENT


 


SEPARATE FROM CERTIFICATE


 


FOR VALUE RECEIVED and pursuant
to that certain 2005 Stock Plan for Non-Employee Directors of Noble Energy, Inc.
Restricted Stock Agreement dated as of                                  (the
“Agreement”), the undersigned
Director 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:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIRECTOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name

  



 


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