Exhibit 10.2






Exhibit 10.2




NOBLE CORPORATION




TIME-VESTED RESTRICTED STOCK UNIT 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 award
time-vested Restricted Stock Units (as defined in the Plan) to Employee pursuant to the Plan; and



WHEREAS, pursuant to the Plan, the Committee has determined that the time-vested Restricted
Stock Units 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. Time-Vested Restricted Stock Unit Award. On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter
set forth, the Company hereby awards
 _____ 
Restricted Stock Units (the “Awarded Restricted
Stock Units”) to Employee pursuant to the Plan. The Awarded Restricted Stock Units are being
awarded to Employee effective as of the date of this Agreement (the “Effective Date”), and shall
vest or be forfeited in accordance with and otherwise be subject to the provisions of this
Agreement. The Awarded Restricted Stock Units are being awarded to Employee without the payment of
any cash consideration by Employee. The Awarded Restricted Stock Units shall not be sold,
assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by
Employee in any manner.



2. Vesting and Forfeiture. Except as set forth in Section 3 of this Agreement, the Awarded Restricted Stock Units shall
vest and the forfeiture restrictions applicable to them under this Agreement shall terminate in
accordance with the provisions of the attached Schedule I, provided that Employee remains
continuously employed by the Company or an Affiliate from the Effective Date to the applicable date
of vesting. Any Awarded Restricted Stock Units that have not already vested shall be forfeited by
Employee upon the termination of Employee’s employment with the Company or an Affiliate for any
reason other than death or Disability. Transfers of employment without interruption of service
between or among the Company and any of its Affiliates shall not be considered a termination of
employment.



3. Acceleration of Vesting. All of the Awarded Restricted Stock Units that have not already vested shall become fully vested
and no longer subject to any forfeiture restrictions under this Agreement if Employee’s employment
with the Company or an Affiliate terminates by reason of the death or Disability of Employee.


 


 









 





4. Issuance of Shares. As soon as practicable (but no later than 30 days) following the date
an Awarded Restricted Stock Unit vests, the Company shall issue or transfer to Employee one Share
in settlement of such Awarded Restricted Stock Unit and such Awarded Restricted Stock Unit shall be
canceled.



5. No Rights as Shareholder. Employee shall have no rights as a shareholder of the Company, including, without limitation,
voting rights or the right to receive dividends and distributions as a shareholder, with respect to
the Shares subject to the Awarded Restricted Stock Units, unless and until such Shares are issued
or transferred to Employee as provided herein.



6. Cash Dividend and Cash Distribution Equivalent Rights. The Company hereby awards cash
dividend and cash distribution equivalent rights to Employee with respect to the Awarded Restricted
Stock Units. The cash dividend and cash distribution equivalent rights awarded to Employee under
this Section 6 shall entitle Employee to the payment, with respect to each Share that is subject to
an Awarded Restricted Stock Unit that has not been canceled or forfeited, of an amount in cash
equal to the amount of any cash dividend or other cash distribution paid by the Company with
respect to one Share while such Awarded Restricted Stock Unit remains outstanding. Such amount
shall be paid to Employee by Employee’s employer on the date of the payment of the related cash
dividend or cash distribution.




7. Agreements Regarding Withholding Taxes.



(a) Employee shall make arrangements satisfactory to the Committee for the payment of taxes of
any kind that are required by law to be withheld with respect to the Awarded Restricted Stock Units
or the cash dividend and cash distribution equivalent rights awarded under this Agreement,
including, without limitation, taxes applicable to (i) the awarding of the Awarded Restricted Stock
Units or the issuance or transfer of Shares in settlement thereof, or (ii) the awarding of the cash
dividend and cash distribution equivalent rights or the payments made with respect thereto.



(b) Unless and until the Committee shall determine otherwise and provide notice to Employee in
accordance with Section 7(c) of this Agreement, any obligation of Employee under Section 7(a) of
this Agreement that arises with respect to the issuance or transfer of Shares in settlement of
Awarded Restricted Stock Units that have become vested shall be satisfied by the Company
withholding a portion of such Shares valued at their Fair Market Value as of the date on which the
taxable event that gives rise to the withholding requirement occurs.



(c) The Committee may determine, after the Effective Date and on notice to the Employee, to
authorize one or more arrangements (in addition to or in lieu of the arrangement described in
Section 7(b) of this Agreement) satisfactory to the Committee for Employee to satisfy the
obligation of Employee under Section 7(a) of this Agreement.



(d) If Employee does not, for whatever reason, satisfy the obligation of Employee under
Section 7(a) of this Agreement, then 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 to Employee the amount
required to satisfy the obligation of Employee under Section 7(a) of this Agreement.


 


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8. Non-Assignability. This Agreement is not assignable or transferable by Employee. No right or interest of Employee
under this Agreement or the Plan may be assigned, transferred or alienated, in whole or in part,
either directly or by operation of law (except pursuant to a qualified domestic relations order
within the meaning of Section 414(p) of the Code or a similar domestic relations order under
applicable foreign law), and no such right or interest shall be liable for or subject to any debt,
obligation or liability of Employee.



9. Capital Adjustments. If any of the following events shall occur at any time while any of the Awarded Restricted Stock
Units are outstanding, the following adjustments shall be made in the number of Shares then subject
to such Awarded Restricted Stock Units, as determined appropriate by the Committee:



(a) Share Dividend or Split; Combination. If the Company pays a dividend on its outstanding
Shares in Shares or subdivides its outstanding Shares into a greater number of Shares, the number
of Shares then subject to such Awarded Restricted Stock Units shall be proportionately increased.
Conversely, if the outstanding Shares are combined into a smaller number of Shares, the number of
Shares then subject to such Awarded Restricted Stock Units shall be proportionately reduced. An
adjustment made pursuant to this Section 9(a) shall become effective as of the record date in the
case of a dividend and shall become effective immediately after the effective date in the case of a
subdivision or combination.



(b) Recapitalization or Reorganization. In case of any recapitalization or reclassification
of the Shares, or any merger, demerger, conversion, amalgamation or consolidation of the Company
with or into one or more other corporations, or any sale of all or substantially all the assets of
the Company, as a result of which the holders of the Shares receive other stock, securities or
property in lieu of or in addition to, but on account of, their Shares, the Company shall make or
cause to be made lawful and adequate provision whereby, upon the vesting of such Awarded Restricted
Stock Units after the record date for the determination of the holders of Shares entitled to
receive such other stock, securities or property, Employee shall receive, in addition to or in lieu
of the Shares that are subject to such Awarded Restricted Stock Units so vesting, the shares of
stock, securities or other property which would have been allocable to such Shares had such Awarded
Restricted Stock Units vested immediately prior to such record date (or alternatively, as
determined by the Company in its sole and absolute discretion, an amount in cash equal to the
value, as determined in good faith by the Committee, of any portion of said shares of stock,
securities or other property that the Company determines to provide in the form of cash rather than
in the form of said shares of stock, securities or other property). The subdivision or combination
of Shares at any time outstanding into a greater or smaller number of Shares shall not be deemed to
be a recapitalization or reclassification of the Shares for the purposes of this Section 9(b).



10. Defined Terms; Plan Provisions. 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. By execution of this Agreement, Employee agrees that the Awarded Restricted Stock Units and
the cash dividend and cash distribution equivalent rights awarded under this Agreement 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.


 


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11. Governing Law. This Agreement shall be governed by and 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.



12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and permitted assigns.



13. Entire Agreement; Amendment. This Agreement, together with any Schedules and Exhibits and any other writings referred to
herein or delivered pursuant hereto, constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements and understandings,
whether written or oral, between the parties with respect to the subject matter hereof. To the
fullest extent provided by applicable law, this Agreement may be amended, modified and supplemented
by mutual consent of the parties hereto at any time, with respect to any of the terms contained
herein, in such manner as may be agreed upon in writing by such parties.



14. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if
directed in the manner specified below, to the parties at the following addresses and numbers:



(a) If to the Company, when delivered by hand, confirmed fax or mail (registered or certified
mail with postage prepaid) to:




Noble Corporation

Dorfstrasse 19A

6340 Baar

Switzerland

Attention: Chief Executive Officer

Fax: 281-596-4486


With a copy to:


Chairman of Compensation Committee

c/o Noble Corporation

Dorfstrasse 19A

6340 Baar

Switzerland

Fax: 281-596-4486



(b) If to Employee, when delivered by hand, confirmed fax or mail (registered or certified
mail with postage prepaid) to:




The address and number, if any, set forth opposite

Employee’s signature below



Either party may at any time give to the other notice in writing of any change of address of the
party giving such notice and from and after the giving of such notice the address or addresses
therein specified will be deemed to be the address of such party for the purposes of giving notice
hereunder.


 


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15. 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 may be made enforceable by limitation thereof, then
such provision shall be deemed to be so limited and shall be enforceable to the maximum extent
permitted by applicable law.



16. Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same agreement.
Each counterpart may consist of a number of copies hereof each signed by less than all, but
together signed by all, the parties hereto.



17. 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.



18. Gender. Pronouns in masculine, feminine and neuter genders shall be construed to include any other
gender, and words in the singular form shall be construed to include the plural and vice versa,
unless the context otherwise requires.



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. Whenever the words “include,” “includes” and “including” are used in this Agreement, such
words shall be deemed to be followed by the words “without limitation.”



20. Unfunded Awards. The awards made under this Agreement are unfunded and unsecured
obligations and rights to provide or receive compensation in accordance with the provisions of this
Agreement, and to the extent that Employee acquires a right to receive compensation from the
Company or an Affiliate pursuant to this Agreement, such right shall be no greater than the right
of any unsecured general creditor of the Company or such Affiliate.



21. Compliance with Code Section 409A. The compensation payable to or with respect to
Employee pursuant to this Agreement is intended to be compensation that is not subject to the tax
imposed by Code Section 409A, and this Agreement shall be administered and construed to the fullest
extent possible to reflect and implement such intent.


 


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IN WITNESS WHEREOF, the Company and Employee 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	 	 
	 
	 	 	 	 	 	 
	Address and fax number, if any:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Employee]	 	 






Dorfstrasse 19A

6340 Baar

Switzerland

Fax: 281-596-4486





 


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SCHEDULE I




NOBLE CORPORATION




RESTRICTED PERIODS

FOR AWARD OF TIME-VESTED RESTRICTED STOCK UNITS




The Committee has determined that the following specified restricted time periods shall be
applicable to the Awarded Restricted Stock Units awarded pursuant to the Agreement:



1. Restricted Periods.





	 	(i)	 	One-third of the Awarded Restricted Stock Units shall vest and no longer be
subject to forfeiture on the first anniversary of the Effective Date; and







	 	(ii)	 	One-third of the Awarded Restricted Stock Units shall vest and no longer be
subject to forfeiture on the second anniversary of the Effective Date; and







	 	(iii)	 	One-third of the Awarded Restricted Stock Units shall vest and no longer be
subject to forfeiture on the third anniversary of the Effective Date.