Exhibit 10.2
SECOND AMENDED AND RESTATED
NOBLE CORPORATION
1992 NONQUALIFIED STOCK OPTION AND SHARE PLAN
FOR NON-EMPLOYEE DIRECTORS
RECITALS
WHEREAS, Noble Drilling Corporation,
a Delaware corporation (“Noble-Delaware”), established
on December 17, 1992 the Noble Drilling Corporation 1992
Nonqualified Stock Option Plan for Non-Employee Directors;
WHEREAS, Noble Corporation, a Cayman
Islands exempted company limited by shares (the
“Company”), assumed such plan in connection with the
corporate restructuring of Noble-Delaware and amended and restated
such plan as of February 4, 2005 (as amended and restated
through such date, the “Original Plan”);
WHEREAS, it is the purpose of the
Original Plan to promote the interests of the Company and its
members by attracting, retaining and stimulating the performance of
qualified non-employee directors by giving them the opportunity to
acquire a proprietary interest in the Company and an increased
personal interest in its continued success and progress;
WHEREAS, pursuant to the provisions
of Section 6.01, the Board of Directors of the Company may
amend the Original Plan; and
WHEREAS, the Board of Directors of
the Company has determined that it is advisable to amend and
restate the Original Plan and that such amendment and restatement
of the Original Plan is appropriate and in the best interests of
the Company and its members;
NOW, THEREFORE, the Company does
hereby amend and restate the Original Plan as follows:
ARTICLE I
GENERAL
1.01 Definitions . As used
herein the following terms shall have the following meanings:
(a) “Award Date” means
the date selected by the Board for annual awards pursuant to this
Plan, or if no such date is selected by the Board, the date on
which the Board action approving any such awards is taken.
(b) “Board” means the
Board of Directors of the Company.
(c) “Code” means the
United States Internal Revenue Code of 1986, as amended.
(d) “Company” means Noble
Corporation, a Cayman Islands exempted company limited by shares,
and its successors.
(e) “Director” means a
member of the Board and does not include any person named as a
director emeritus pursuant to the articles of association of the
Company.
(f) “Effective Date”
means October 25, 2007, the date of adoption of the Plan by
the Board.
(g) “Employee” means any
employee of the Company or any parent or subsidiary corporation of
the Company within the meaning of Sections 424(e) and (f) of
the Code.
(h) “Fair Market Value”
means (1) the average of the closing sales prices of the
Ordinary Shares for the 10 business days immediately preceding the
date in question, as reported on a national
securities
exchange (if the Ordinary Shares are listed for trading on such
exchange), or (2) if the Ordinary Shares are not listed for trading
on a national securities exchange or any similar system then in
use, then the average of the mean between the bid and asked prices
of the Ordinary Shares for the 10 business days immediately
preceding the date in question, as reported by the National
Association of Securities Dealers, Inc. Such closing sales prices
shall be appropriately adjusted to take into account any share
dividend, split or combination with respect to the Ordinary Shares
that occurs within such 10 business day period.
(i) “Immediate Family
Members” means the spouse, former spouse, children (including
stepchildren) or grandchildren of an individual.
(j) “Initial Award” shall
have the meaning assigned to such term in Section 4.01
hereof.
(k) “Non-Employee
Director” shall mean an individual who (1) is now, or
hereafter becomes, a Director by virtue of an election (a) by
the members of the Company, or (b) to the extent permitted
under applicable law and the articles of association of the
Company, by the Board for the purpose of filling a vacancy on the
Board resulting from the death, disability, resignation, removal or
retirement of a Director or from an increase in the number of
persons constituting the entire Board, (2) is neither an
Employee nor an officer of the Company (i.e., an individual elected
or appointed by the Board or chosen in such other manner as may be
prescribed in the articles of association of the Company to serve
as such) and (3) has not elected to decline to participate in
the Plan with respect to a particular Option or award of Restricted
Shares pursuant to Section 1.03 hereof.
(l) “Option” means any
option to purchase Ordinary Shares granted pursuant to the
Plan.
(m) “Optionee” means a
Non-Employee Director who has been granted an Option.
(n) “Option Period” shall
have the meaning assigned to such term in Section 3.02(d)
hereof.
(o) “Ordinary Shares”
means the Ordinary Shares, par value US$0.10 per share, of the
Company.
(p) “Plan” shall mean
this Second Amended and Restated Noble Corporation 1992
Nonqualified Stock Option and Share Plan for Non-Employee
Directors, as it may be amended from time to time.
(q) “Restricted Shares”
means (i) for periods prior to the Effective Date, Ordinary
Shares issued or transferred with restrictions pursuant to
Section 4.02 hereof and (ii) for periods on or after the
Effective Date, Ordinary Shares issued or transferred with such
restrictions as the Board may determine.
(r) “Vesting Period”
shall have the meaning assigned to such term in
Section 4.02(b) hereof.
1.02 Options . The Options
shall be options that are not qualified as “incentive stock
options” under Section 422 of the Code.
1.03 Election to Not Participate
in Awards . A Director otherwise eligible to participate in the
Plan may elect to decline to accept any award of Ordinary Shares or
Restricted Shares by giving notice thereof to the Company, or in
the case of an award of Restricted Shares, by refusing to execute a
restricted share agreement relating to such award.
ARTICLE II
ADMINISTRATION
The Plan shall be administered by the
Board. The Board shall have no authority, discretion or power to
select the Non-Employee Directors who will receive awards of
Ordinary Shares or Restricted Shares but shall have the authority
to set the number of Ordinary Shares or Restricted Shares covered
by each award subject to the express
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provisions of the Plan. The Board shall administer the Plan subject
to the express provisions hereof, including
Section 6.01.
Subject to the foregoing limitations,
the Board shall have authority and power to adopt such rules and
regulations and to take such action as it shall consider necessary
or advisable for the administration of the Plan, and to construe,
interpret and administer the Plan. The decisions of the Board
relating to the Plan shall be final and binding upon the Company,
the Non-Employee Directors, the Optionees, the holders of Ordinary
Shares or Restricted Shares and all other persons. No member of the
Board shall incur any liability by reason of any action or
determination made in good faith with respect to the Plan or any
share option agreement or restricted share agreement entered into
pursuant to the Plan.
ARTICLE III
OPTIONS
3.01 Participation . No
Options shall be granted pursuant to this Plan from and after the
Effective Date. Each Non-Employee Director who has been granted
Options prior to the Effective Date shall continue to hold such
Options on the terms and conditions described herein and in the
share option agreement evidencing such Options.
3.02 Share Option Agreements .
Each Option is evidenced by a written share option agreement, which
agreement was entered into by the Company and the Non-Employee
Director to whom the Option was granted. Each such agreement
includes, incorporates or conforms to the following terms and
conditions, and such other terms and conditions not inconsistent
therewith or with the terms and conditions of this Plan as the
agreement provides:
(a) [Reserved]
(b) [Reserved]
(c) Price . The exercise price
under each Option shall be the Fair Market Value per Ordinary Share
on the Award Date of such Option.
(d) Option Period . Each
Option shall be exercisable from time to time over a period
(i) commencing upon the earlier of (A) the date that is
one year following the Award Date of such Option and (B) the
day immediately prior to the date of the next annual general
meeting of members occurring following such Award Date, provided
that the date of such annual general meeting of members is at least
355 days after such Award Date, and (ii) ending upon the
expiration of ten years from such Award Date (the “Option
Period”), unless terminated sooner pursuant to the provisions
described in Section 3.02(e) below.
(e) Termination of Services,
Death, Etc . Each share option agreement shall provide as
follows with respect to the exercise of the Option evidenced
thereby in the event that the Optionee ceases to be a Director for
the reasons described in this Section 3.02(e):
(i) If the Optionee ceases to be a
Director on account of such Optionee’s (a) fraud or
intentional misrepresentation, or (b) embezzlement,
misappropriation or conversion of assets or opportunities of the
Company or any direct or indirect majority-owned subsidiary of the
Company, then the Option shall automatically terminate and be of no
further force or effect as of the date the Optionee ceases to be a
Director;
(ii) If the Optionee shall die during
the Option Period while a Director (or during the additional
five-year period provided by paragraph (iii) of this Section
3.02(e)), the Option may be exercised, to the extent that the
Optionee was entitled to exercise it at the date of the
Optionee’s death, within five years after such death (if
otherwise within the Option Period), but not thereafter, by the
executor or administrator of the estate of such Optionee, or by the
person or persons who shall have acquired the Option directly from
the Optionee by bequest or inheritance; or
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(iii) If an Optionee ceases to be a
Director for any reason (other than the circumstances specified in
paragraphs (i) and (ii) of this Section 3.02(e))
within the Option Period, the Option may be exercised, to the
extent the Optionee was able to do so at the date of termination of
the directorship, within five years after such termination (if
otherwise within the Option Period), but not thereafter.
(f) Transferability . No
Option shall be transferable, other than by will or the laws of
descent and distribution, or the rules thereunder, or pursuant to a
qualified domestic relations order as defined in the Code or Title
I of the Employee Retirement Income Security Act of 1974, as
amended, and may be exercised during the life of the Optionee only
by the Optionee, except as otherwise provided herein below.
Notwithstanding the foregoing, all or a portion of the Options
granted to an Optionee may be transferred by such Optionee
(i) by gift to the Immediate Family Members of such Optionee,
partnerships whose only partners are such Optionee or the Immediate
Family Members of such Optionee, limited liability companies whose
only shareholders or members are such Optionee or the Immediate
Family Members of such Optionee, and trusts established solely for
the benefit of such Optionee or the Immediate Family Members of
such Optionee, or (ii) to any other persons or entities in the
discretion of the Board; provided, that subsequent transfers of
transferred Options shall be prohibited except those in accordance
with this Section (by will or the laws of de
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