Exhibit
10.1


 


2005 STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS


OF


NOBLE ENERGY, INC.


 


STOCK OPTION AGREEMENT


 


THIS
AGREEMENT, made as of the          day
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
options to purchase 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
option to purchase 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 option:


 


1.             Grant
of Option, Option Period and Terms of Exercise of Option.  The Company hereby grants to Director the
option to purchase, as hereinafter set forth,                 
shares of Common Stock at the price of $                  
per share, for a period commencing one year from the date of this Agreement and
terminating on the first to occur of (i) the expiration of ten years from
the date of this Agreement and (ii) the date on which Director’s service
as a director of the Company terminates for any reason; provided, however,
that:


 


(a)           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), this option shall automatically terminate and be of no
further force or effect as of the date Director’s directorship terminated;


 





















 


(b)           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
Director ceases to be 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, this option shall become exercisable in full and may be
exercised prior to the earlier of (i) the expiration of five years after
such death or disability, or (ii) the expiration of the exercise period
applicable to this option, but not thereafter, by Director, the executor or
administrator of the estate of Director, or by the person or persons who shall
have acquired this option by bequest or inheritance or permitted transfer, as
the case may be;


 


(c)           If the
directorship of Director is terminated within the exercise period applicable to
this option for any reason other than a reason specified in subparagraphs (a) and
(b) of this paragraph 1, this option may be exercised, to the extent
Director was able to do so at the date of termination of the directorship,
prior to the earlier of (i) the expiration of five years after such
termination, or (ii) the expiration of the exercise period applicable to
such Option, but not thereafter; or


 


(d)           If a
Change in Control (as defined below) occurs while Director is a director of the
Company, this option shall become exercisable in full and may be exercised
prior to the expiration of the exercise period applicable to this option, but
not thereafter.  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;


 


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(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
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 paragraph 1(d) 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 paragraph
1(d).


 


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This option is a nonqualified
stock option and will not be treated as an incentive stock option qualified
under Section 422 of the Internal Revenue Code of 1986, as amended.


 


3.             Agreement
of Director Regarding Directorship. 
Director hereby agrees to continue to serve the Company as a director
for a period of at least one year from the date hereof at the retainer rate and
fee schedule in effect as of the date hereof or at such changed rate or schedule as
the Company from time to time may establish, unless Director dies or becomes
disabled or subject to the mandatory retirement provisions of Article III
of the By-laws of the Company.


 


4.             Requirement
of Directorship.  Except as provided
in paragraph 1 hereof, the option granted hereby may not be exercised unless
Director is at the time of exercise serving as a director of the Company.


 


5.             Exercise
of Option.  This option may be
exercised by written notice signed by Director and delivered to the President
of the Company or sent by United States registered or certified mail, postage prepaid,
addressed to the Company (for the attention of its President) at its corporate
office in Houston, Texas.  Such notice
shall state the number of shares as to which the option is exercised and shall
be accompanied by the full amount of the purchase price of such shares.  Any such notice shall be deemed given on the
date on which the same was deposited in a regularly maintained receptacle for
the deposit of United States mail, addressed and sent as above-stated.  Promptly after demand by the Company, Director
shall pay to the Company an amount equal to any applicable withholding taxes
due in connection with the exercise of this option.  Payment of the purchase price of the shares
and payment of any applicable withholding taxes can be accomplished under the
broker-assisted exercise program administered by the Company’s designee, if
any, then in effect.


 


6.             Delivery
of Certificates Upon Exercise of Options.  Delivery of a certificate or certificates
representing the purchased shares of common stock of the Company shall be made
promptly after receipt of notice of exercise and payment of the purchase price
and the amount of any withholding taxes to the Company, if required, provided
that the Company shall have such time as it reasonably deems necessary to qualify
or register such shares under any law or governmental rule or regulation
or list such shares on any exchange that it deems desirable or necessary.


 


7.             Adjustments
Upon Change in Common Stock.  In the event that before delivery by the
Company of all the shares in respect of which this option is hereby granted,
the Company shall have effected a common stock split or dividend payable in
common stock, or the outstanding common stock of the Company shall have been
combined into a smaller number of shares, the shares still subject to the
option hereby granted shall be increased or decreased to reflect
proportionately the increase or decrease in the number of shares outstanding,
and the purchase price per share shall be decreased or increased so that the aggregate
purchase price for all the then optioned shares shall


 


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remain
the same as immediately prior to such split, dividend or combination.  In the event of a reclassification of stock
not covered by the foregoing, or in the event of a liquidation or
reorganization, including a merger, consolidation or sale of assets, it is
agreed that the Board of Directors of the Company shall make such adjustments,
if any, as it may deem appropriate in the number, purchase price and kind of
shares still subject to the option hereby granted.


 


8.             Transferability.  The option evidenced hereby is not
transferable by Director other than (i) by will or the laws of descent and
distribution or (ii) to a permitted transferee (as defined in the Plan) in
accordance with the provisions of the Plan.


 


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


 


 


	
   

  	
  NOBLE
  ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Charles. D.
  Davidson

  
	
   

  	
   

  	
  Chairman,
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director Printed Name

  



 


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