EMPLOYMENT AGREEMENT

Exhibit 10.39

EMPLOYMENT AGREEMENT

by and between

NOBLE DRILLING SERVICES INC.

and

THOMAS L. MITCHELL

December 30, 2008

EMPLOYMENT AGREEMENT
TABLE OF CONTENTS

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 30, 2008, by and between NOBLE DRILLING SERVICES INC., a Delaware corporation (the “Company”), and THOMAS L. MITCHELL (the “Executive”);

WITNESSETH:

WHEREAS, the Noble Drilling Corporation (an affiliated company of the Company) and the Executive have previously entered into an Employment Agreement dated October 27, 2006 (the “Current Agreement”); and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its parent company, Noble Corporation (“Noble”), and/or each other affiliated company (as defined in Paragraph 1 below) to assure that the group will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Paragraph 10 below); and

WHEREAS, the Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company and/or its affiliated companies currently and in the event of any pending or threatened Change of Control, and to provide the Executive with compensation and benefits upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations; and

WHEREAS, in order to accomplish these objectives and to update the Current Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and to make other changes, the Board has caused the Company to amend and restate the Current Agreement in the form of this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company and the Executive hereby amend the Current Agreement by restatement in its entirety to read as follows:

1.  Employment . The Company agrees that the Company or an affiliated company will continue the Executive in its employ, and the Executive agrees to remain in the employ of the Company or an affiliated company, for the period set forth in Paragraph 2(a), in the positions and with the duties and responsibilities set forth in Paragraph 3, and upon the other terms and conditions herein provided. As used in this Agreement, the term “affiliated company” shall mean any incorporated or unincorporated trade or business or other entity or person, other than the Company, that along with the Company is considered a single employer under Section 414(b) or 414(c) of the Code; provided, however, that (i) in applying Section 1563(a)(1), (2), and (3) of the Code for the purposes of determining a controlled group of corporations under Section 414(b) of the Code, the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Section 1563(a)(1), (2), and (3) of the Code, and (ii) in applying Treas. Reg. section 1.414(c)-2 for the purposes of determining trades or businesses (whether or not incorporated) that are under common control for the purposes of Section 414(c) of the Code, the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treas. Reg. section 1.414(c)-2.

2. Employment Term .

(a)  Term . The employment of the Executive by the Company or an affiliated company as provided in Paragraph 1 shall be for the period commencing on the Effective Date (as defined in Paragraph 10 below) through and ending on the third anniversary of such date (the “Employment Term”).

(b)  Relationship Prior to Effective Date . The Executive and the Company acknowledge that, except as may otherwise be provided under any written agreement between the Executive and the Company other than this Agreement, the employment of the Executive by the Company is “at will” and, prior to the Effective Date, may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the Executive’s employment with the Company terminates, then the Executive shall have no further rights under this Agreement. For purposes of this Paragraph 2(b) only, the term “Company” shall mean and include the company that employs Executive, whether Noble Drilling Services Inc. or an affiliated company.

3. Positions and Duties .

(a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date.

(b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however , that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies.

(c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date.

(d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

4. Compensation and Related Matters .

(a)  Base Salary . During the Employment Term, the Executive shall receive an annual base salary (“Base Salary”) at least equal to 12 times the highest monthly base salary paid or payable, including any base salary that has been earned but deferred, to the Executive by the Company and its affiliated companies in respect of the 12-month period immediately preceding the month in which the Effective Date occurs. The Base Salary shall be payable in installments in accordance with the general payroll practices of the Company in effect at the time such payment is made, but in no event less frequently than monthly, or as otherwise mutually agreed upon. During the Employment Term, the Executive’s Base Salary shall be subject to such increases (but not decreases) as may be determined from time to time by the Noble Board in its sole discretion; provided, however , that the Executive’s Base Salary (i) shall be reviewed by the Noble Board no later than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually, with a view to making such upward adjustment, if any, as the Noble Board deems appropriate, and (ii) shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary generally awarded in the ordinary course of business to the Executive’s peer executives of the Company or any of its affiliated companies. Base Salary shall not be reduced after any such increase. The term Base Salary as used in this Agreement shall refer to the Base Salary as so increased. Payments of Base Salary to the Executive shall not be deemed exclusive and shall not prevent the Executive from participating in any employee benefit plans, programs or arrangements of the Company and its affiliated companies in which the Executive is entitled to participate. Payments of Base Salary to the Executive shall not in any way limit or reduce any other obligation of the Company hereunder, and no other compensation, benefit or payment to the Executive hereunder shall in any way limit or reduce the obligation of the Company regarding the Executive’s Base Salary hereunder.

(b)  Annual Bonus . In addition to Base Salary, the Executive shall be awarded, in respect of each fiscal year of the Company ending during the Employment Term, an annual bonus (the “Annual Bonus”) in cash in an amount at least equal to the Executive’s highest aggregate bonus under all Company and affiliated company bonus plans, programs, arrangements and awards (including the Company’s Short-Term Incentive Plan and any successor plan) in respect of any fiscal year in the three full fiscal year period ended immediately prior to the Effective Date (annualized for any fiscal year consisting of less than 12 full months or with respect to which the Executive has been employed by the Company or any of its affiliated companies for less than 12 full months) (such highest amount is hereinafter referred to as the “Recent Annual Bonus”). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year in respect of which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.

(c) Employee Benefits .

(i) Incentive, Savings and Retirement Plans . During the Employment Term, the Executive shall be entitled to participate in all incentive, savings and retirement plans, programs and arrangements applicable generally to the Executive’s peer executives of the Company and its affiliated companies, but in no event shall such plans, programs and arrangements provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, programs and arrangements as in effect at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to the Executive’s peer executives of the Company and its affiliated companies.

(ii) Welfare Benefit Plans . During the Employment Term, the Executive and/or the Executive’s family, as the case may be, shall be eligible to participate in and shall receive all benefits under all welfare benefit plans, programs and arrangements provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans, programs and arrangements) to the extent applicable generally to the Executive’s peer executives of the Company and its affiliated companies, but in no event shall such plans, programs and arrangements provide the Executive with welfare benefits that are less favorable, in the aggregate, than the most favorable of such plans, programs and arrangements as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to the Executive’s peer executives of the Company and its affiliated companies.

(d)  Expenses . During the Employment Term, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in performing the Executive’s duties and responsibilities hereunder in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive’s peer executives of the Company and its affiliated companies.

(e)  Fringe Benefits . During the Employment Term, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time after the Effective Date with respect to the Executive’s peer executives of the Company and its affiliated companies.

(f)  Vacation . During the Employment Term, the Executive shall be entitled to paid vacation and such other paid absences, whether for holidays, illness, personal time or any similar purposes, in accordance with the most favorable policies, practices and procedures of the Company and its affiliated companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time after the Effective Date with respect to the Executive’s peer executives of the Company and its affiliated companies.

5. Termination of Employment .

(a)  Death . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Term.

(b)  Disability . If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Term, the Company may give the Executive notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment hereunder shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”); provided , that within the 30-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties hereunder on a full-time basis for an aggregate of 180 days within any given period of 270 consecutive days (in addition to any statutorily required leave of absence and any leave of absence approved by the Company) as a result of incapacity of the Executive, despite any reasonable accommodation required by law, due to bodily injury or disease or any other mental or physical illness, which will, in the opinion of a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative, be permanent and continuous during the remainder of the Executive’s life.

(c)  Termination by Company . The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean:

(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties hereunder (other than any such failure resulting from bodily injury or disease or any other incapacity due to mental or physical illness) after a written demand for substantial performance is delivered to the Executive by the Board or the Noble Board, or the Chief Executive Officer of the Company or Noble, which specifically identifies the manner in which the Board or the Noble Board, or the Chief Executive Officer of the Company or Noble, believes the Executive has not substantially performed the Executive’s duties; or

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably detrimental to the Company and/or its affiliated companies, monetarily or otherwise.

For purposes of this provision, no act, or failure to act, on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of Noble. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or the Noble Board or upon the instructions of the Chief Executive Officer or another senior officer of Noble or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company and its affiliated companies. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Noble Board then in office at a meeting of the Noble Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Noble Board) finding that, in the good faith opinion of the Noble Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

(d)  Termination by Executive . The Executive may terminate the Executive’s employment hereunder (i) at any time during the Employment Term for Good Reason or (ii) during the Window Period without any reason. For purposes of this Agreement, the “Window Period” shall mean the 30-day period immediately following the first anniversary of the Effective Date, and “Good Reason” shall mean any of the following (without the Executive’s express written consent):

(i) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities or authority as contemplated by Paragraph 3(a) of this Agreement, or any other action by the Company or Noble that results in a diminution in such position, duties, functions, responsibilities or authority, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or Noble promptly after receipt of notice thereof given by the Executive;

(ii) any failure by the Company to comply with any of the provisions of Paragraph 4 of this Agreement, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii) the Company’s requiring the Executive to be based at any office or location other than as provided in Paragraph 3(c) of this Agreement or the Company’s requiring the Executive to travel on the Company’s or its affiliated companies’ business to a substantially greater extent than during the three-year period immediately preceding the Effective Date;

(iv) any failure by the Company to comply with and satisfy Paragraph 17(c) of this Agreement; or

(v) any purported termination by the Company of the Executive’s employment hereunder otherwise than as expressly permitted by this Agreement, and for purposes of this Agreement, no such purported termination shall be effective.

For purposes of this Paragraph 5(d), any good faith determination of “Good Reason” made by the Executive shall be conclusive.

(e)  Notice of Termination . Any termination of the Executive’s employment hereunder by the Company or by the Executive (other than a termination pursuant to Paragraph 5(a)) shall be communicated by a Notice of Termination (as defined below) to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) in the case of a termination for Disability, Cause or Good Reason, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) specifies the Date of Termination (as defined in Paragraph 5(f) below); provided, however , that notwithstanding any provision in this Agreement to the contrary, a Notice of Termination given in connection with a termination for Good Reason shall be given by the Executive within a reasonable period of time, not to exceed 120 days, following the occurrence of the event giving rise to such right of termination. The failure by the Company or the Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Disability, Cause or Good Reason shall not waive any right of the Company or the Executive hereunder or preclude the Company or the Executive from asserting such fact or circumstance in enforcing the Company’s or the Executive’s rights hereunder.

(f)  Date of Termination . For purposes of this Agreement, the “Date of Termination” shall mean the effective date of the termination of the Executive’s employment hereunder, which date shall be (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death, (ii) if the Executive’s employment is terminated because of the Executive’s Disability, the Disability Effective Date, (iii) if the Executive’s employment is terminated by the Company (or applicable affiliated company) for Cause or by the Executive for Good Reason, the date on which the Notice of Termination is given, (iv) if the Executive’s employment is terminated pursuant to Paragraph 2(a), the date on which the Employment Term ends pursuant to Paragraph 2(a) due to a party’s delivery of a Notice of Termination thereunder, and (v) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination, which date shall in no event be earlier than the date such notice is given; provided, however , that if within 30 days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected).

6. Obligations of the Company upon Separation from Service .

(a)  Good Reason or During the Window Period; Other Than for Cause, Death or Disability . Subject to the provisions of Paragraph 6(e) of this Agreement, if prior to the end of the Employment Term the Executive’s Separation from Service (as defined in Paragraph 10 below) shall occur (i) by reason of the Company’s termination of the Executive’s employment hereunder other than for Cause or Disability, or (ii) by reason of the Executive’s termination of the Executive’s employment hereunder either for Good Reason or without any reason during the Window Period, the Company shall pay to the Executive when due under the Company’s normal payroll practices the Executive’s Base Salary through the Separation Date (as defined in Paragraph 10 below) to the extent not theretofore paid, and:

(i) the Company shall pay to the Executive within 30 days after the Executive’s Separation Date a lump sum payment in cash equal to the sum of the following amounts:

(A) the sum of (1) the product of (x) the greater of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including by reason of any deferral, to the Executive (and annualized for any fiscal year consisting of less than 12 full months or for which the Executive has been employed by the Company or any of its affiliated companies for less than 12 full months) in respect of the most recently completed fiscal year of the Company during the Employment Term, if any; provided that, in any case, the minimum amount determinable under this clause (II) shall be an amount equal to the bonus that would have been payable to the Executive under the Company’s Short-Term Incentive Plan and any successor plan for the most recently ended full fiscal year period immediately prior to the Effective Date assuming the Executive had been eligible to receive a bonus thereunder for such period (such greater amount hereinafter referred to as the “Highest Annual Bonus”), and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Separation Date, and the denominator of which is 365, and (2) an amount equal to the sum of (x) 18 multiplied by the amount of the highest monthly premium for COBRA continuation coverage (within the meaning of Section 4980B of the Code) under the group health plan of the Company and its affiliated companies as in effect and applicable generally to the Executive’s peer executives of the Company and its affiliated companies during the 12-month period immediately preceding the Executive’s Separation Date, and (y) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (1) and (2) are hereinafter referred to as the “Accrued Obligations”); and

(B) an amount (such amount is hereinafter referred to as the “Severance Amount”) equal to the product of (1) three and (2) the sum of (x) the Executive’s Base Salary and (y) the Highest Annual Bonus; and

(C) a separate lump-sum supplemental retirement benefit (the amount of such benefit hereinafter referred to as the “Supplemental Retirement Amount”) equal to the difference between (1) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the qualified defined benefit retirement plan of the Company and its affiliated companies in which the Executive is eligible to participate (or any successor plan thereto) (the “Retirement Plan”) during the 120-day period immediately preceding the Effective Date) of the benefit payable under the Retirement Plan and any supplemental and/or excess retirement plan of the Company and its affiliated companies providing benefits for the Executive (the “SERP”) which the Executive would receive if the Executive’s employment continued at the compensation level provided for in Paragraphs 4(a) and 4(b)(i) for the remainder of the Employment Term, assuming for this purpose that all accrued benefits are fully vested and that benefit accrual formulas are no less advantageous to the Executive than those in effect during the 120-day period immediately preceding the Effective Date, and (2) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Retirement Plan during the 120-day period immediately preceding the Effective Date) of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; and

(ii) for eighteen months after the Executive’s Separation Date, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those that would have been provided to them in accordance with the plans, programs and arrangements described in Paragraph 4(c)(ii) if the Executive’s employment hereunder was continuing, in accordance with the most favorable plans, programs and arrangements of the Company and its affiliated companies as in effect and applicable generally to the Executive’s peer executives of the Company and its affiliated companies and their families during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to the Executive’s peer executives of the Company and its affiliated companies and their families; provided, however , that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (such continuation of such benefits for the applicable period herein set forth is hereinafter referred to as “Welfare Benefit Continuation”) (for purpose of determining eligibility of the Executive for retiree benefits pursuant to such plans, programs and