Exhibit 10.3











Exhibit 10.3




NOBLE CORPORATION




NONQUALIFIED STOCK OPTION AGREEMENT




THIS AGREEMENT, made as of the
 _____ day of
 _____, 201_, by and between NOBLE CORPORATION, a
Swiss corporation (the “Company”), and
 _____ 
(“Employee”);



W I T N E S S E T H:




WHEREAS, the committee (the “Committee”) acting under the Company’s 1991 Stock Option and
Restricted Stock Plan, as amended (the “Plan”), has determined that it is desirable to grant a
nonqualified stock option to Employee under the Plan;



WHEREAS, pursuant to the Plan, the Committee has determined that the option so awarded shall
be subject to the restrictions, terms and conditions of this Agreement;



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



1. Grant of Option, Option Period and Terms of Exercise of Option. On the terms and
conditions hereinafter set forth, the Company hereby grants to Employee the option to purchase

 _____ 
registered shares of the Company (“Shares”) at the price of $_____ per share, in whole
at any time or in part from time to time, 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 Employee ceases for any reason to be employed by at least one of
the employers in the group of employers consisting of the Company and its Affiliates (a
“termination of employment”); provided that the number of Shares purchasable hereunder in any
period or periods of time during which the option evidenced hereby is exercisable shall be limited
as follows:




	 	(a)	 	
 _____ 
Shares are purchasable, in whole at any time or in part from time to
time, commencing one year from the date of this Agreement,







	 	(b)	 	an additional
 _____ 
Shares are purchasable, in whole at any time or in part
from time to time, commencing two years from the date of this Agreement, and







	 	(c)	 	an additional
 _____ 
Shares are 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 if a termination of employment occurs after the date upon which the option
first becomes exercisable and before the date that is ten years from the date hereof for any reason
other than Employee’s death, Disability or Retirement, then the option may be exercised, to the
extent that Employee was entitled to exercise it at the date of such termination of employment, at
any time within six months after such termination of employment but not after the expiration of the
ten-year period, except that, in the event of a termination of employment of Employee on account of
fraud, dishonesty or other acts detrimental to the interests of the Company or one or more of its
Affiliates, the option shall thereafter be null and void for all purposes; and provided further
that if a termination of employment occurs after the date upon which the option first becomes
exercisable and before the date that is ten years from the date hereof by reason of Employee’s
death, Disability or Retirement,
then the option, including any then unvested Shares all of which shall be automatically
accelerated, may be exercised at any time within five years after such termination of employment
but not after the expiration of the ten-year period.


 












 





Transfer of employment without interruption of service between or among the Company and any of
its Affiliates shall not be considered a termination of employment. Notwithstanding anything
contained in this Agreement to the contrary, no fractional Shares may be purchased upon exercise of
the option.



2. Agreement of Employee Regarding Employment. Employee hereby agrees to serve the Company or
Affiliate by performing the duties now assigned to Employee or such other duties as may hereafter
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 date hereof.
There is no obligation on the part of the Company or Affiliate to continue Employee’s employment
for said one-year period or for any period, and nothing in this Agreement shall in any way
interfere with the right of the Company or any Affiliate to terminate the employment of Employee at
any time, with or without cause.



3. Requirement of Employment. Except as provided in Paragraph 1 hereof, the option may not be
exercised unless Employee is, at the time of exercise, an employee of the Company or an Affiliate.




4. Exercise of Option.




(a) The option may be exercised by notice to the Company signed by Employee which 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. The purchase price may be paid in
cash or by certified check or cashier’s check or, if permitted by the Committee, in whole or
in part, by the surrender of issued and outstanding Shares (including an actual or deemed
multiple series of exchanges of such Shares) which shall be credited against the purchase
price at the Fair Market Value of the Shares surrendered on the date of exercise of the
option.




(b) Promptly after demand by the Company, and at its direction, Employee shall pay to
the Company or the appropriate Affiliate an amount equal to the applicable withholding taxes
due in connection with the grant, vesting and/or exercise of the option. Such withholding
taxes may be paid in cash or by certified check or cashier’s check or, subject to the
further provisions of this Paragraph 4(b), in whole or in part, by having the Company
withhold from the Shares otherwise issuable upon exercise of the option a number of Shares
having a value equal to the amount of such withholding taxes or by surrendering to the
Company or the appropriate Affiliate a number of issued and outstanding Shares having a
value equal to the amount of such withholding taxes. The value of any Shares so withheld by
or surrendered to the Company or the appropriate Affiliate shall be based on the Fair Market
Value of such Shares on the date on which the option is exercised (in the case of a
withholding of Shares) or the date (which shall not be earlier than the date of the event
requiring withholding) on which the Shares are surrendered (in the case of a surrender of
Shares). Employee shall pay to the Company 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 withheld or surrendered. Any
election by Employee to have Shares withheld or to surrender Shares to pay withholding taxes
must be made in writing 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 (in the case of
a surrender of Shares).


 


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(c) Notwithstanding anything contained in this Agreement to the contrary, at the
request of Employee and to the extent permitted by applicable law, the Committee may, in its
sole and absolute discretion, selectively approve arrangements with a brokerage firm or
firms under which any such brokerage firm shall, on behalf of Employee, make payment in full
to the Company of the aggregate purchase price of the Shares then being purchased upon
exercise of the option, and the Company, pursuant to an irrevocable notice in writing from
Employee, shall make prompt delivery of the purchased Shares to or on behalf of Employee.
Payment in full for purposes of the immediately preceding sentence shall mean payment of the
full amount due, either in cash or by certified check or cashier’s check. Any arrangements
shall be subject to such rules and regulations as the Committee may adopt in connection
therewith.



5. Delivery Upon Exercise of Option. Delivery of the appropriate number of Shares to or on
behalf of Employee shall be made as promptly as practicable after receipt by the Company of notice
of exercise and payment in full of the purchase price and, if required, the amount of any
withholding taxes; provided, however, that the Company shall have such time as is necessary to
qualify or register such Shares under any applicable law or governmental rule 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 any increase or
decrease in the number of issued and outstanding Shares effected without receipt of consideration
therefor by the Company, through the declaration of a dividend in Shares or through any
recapitalization, amalgamation, merger, demerger, conversion or otherwise in which the Company is
the surviving corporation, resulting in a split-up, combination or exchange of Shares, then and in
each such event appropriate adjustment shall be made by the Company in the number of Shares and the
purchase price per Share thereof then subject to purchase pursuant to the option, to the end that
the same proportion of the issued and outstanding Shares in each such instance shall remain subject
to purchase under the option at the same aggregate purchase price. In the event of a
reclassification of the Shares or a liquidation, corporate separation (such as a spin-off or
split-off) or reorganization (including a merger, demerger, conversion, 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 shall make such adjustments, if any, as the Committee may deem
appropriate in the number, purchase price and kind of shares still subject to the option. Any
adjustment pursuant to this Paragraph 6 shall be 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 not transferable otherwise than by will or by the laws of descent and distribution, or
the rules thereunder, 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 whole or 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 Members of Employee, limited liability companies whose
only shareholders or members are Employee or the Immediate Family Members of Employee, and
trusts established solely for the benefit of Employee or the Immediate Family Members of
Employee, or (ii) to any other persons or entities in the discretion of the Committee;
provided, that any subsequent transfers of a transferred option shall be prohibited except
those in accordance with Paragraph 7(a). Following transfer, any such option shall continue
to be subject to the same terms and conditions as were applicable immediately prior to
transfer; provided, that for purposes of this Agreement, the term “Employee” (except as used
in the next succeeding sentence) shall be deemed to refer to the transferee. The events of
any termination of employment set forth in Paragraph 1 above shall continue to be applied
with respect to Employee, following which any transferred options shall be exercisable by
the transferee only to the extent, and for the periods, specified in Paragraph 1 above.




(c) “Immediate Family Members” as used in this Agreement shall have the meaning
assigned thereto under the Plan, i.e., the spouse, former spouse, children (including
stepchildren) or grandchildren of an individual.



8. Defined Terms. Unless the context clearly indicates otherwise, the capitalized terms used
(and not otherwise defined) in this Agreement shall have the meanings assigned to them under the
provisions of the Plan.



9. Plan Provisions. By execution of this Agreement, Employee agrees that the option and the
Shares to be received upon exercise of the option shall be governed by and subject to all
applicable provisions of the Plan. This Agreement is subject to the Plan, and the Plan shall
govern where there is any inconsistency between the Plan and this Agreement.



10. Construction. The option evidenced hereby is not an incentive stock option under Section
422 of the United States Internal Revenue Code of 1986, as amended. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not constitute a part hereof. This
Agreement is governed by, and shall be construed and enforced in accordance with, the laws of the
State of Texas, without regard to the principles of conflicts of laws thereof, except to the extent
Texas law is preempted by Federal law of the United States or by the laws of Switzerland.



11. Notice. All notices to be given hereunder shall be in writing and shall be deemed to have
been duly given if (i) delivered personally, (ii) transmitted by United States registered or
certified mail (or the applicable foreign version thereof), postage prepaid, (iii) sent by prepaid
courier service, or (iv) sent by telecopy or facsimile transmission, confirmation receipt
requested. 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 date of delivery as shown
by the return receipt therefor, or (iii) if sent by telecopy or facsimile transmission, upon the
date evidenced in the confirmation receipt. A party may change, at any time and from time to time,
by written notice to the other, its address for receiving notices. Until such address is changed
in accordance herewith, notices hereunder shall be delivered or sent (i) to the individual at his
address as set forth in the records of the Company or (ii) to the Company at Dorfstrasse 19A, 6340
Baar, Switzerland, Attention: Executive Vice President (Fax: 281-596-4486).


 


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



	 	 	 	 	 	 	 
	 	 	NOBLE CORPORATION	 	 
	 
	 
	 
	 	By:	 	 	 	 
	 

	 	 
	 	 

Name: Julie J. Robertson
	 	 
	 

	 	 	 	Title:   Executive Vice President	 	 
	 

	 	 	 	            and Corporate Secretary	 	 
	 
	 	 	 	 	 	 
	Employee address:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Employee]	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 






 


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