SEPARATION AGREEMENT AND RELEASE

Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

     This Separation Agreement and Release ( “Agreement” ) is entered into on September 20, 2007 between Noble Corporation, a Delaware Corporation, ( “Noble” ), and Mark A. Jackson ( “Jackson” ) (Noble and Jackson are collectively referred to herein as the “Parties,” and individually as a “Party” ). The “ Effective Date ” of this Agreement shall be on the eighth (8 ^th ) day after this Agreement has been signed by Jackson.

RECITALS

      WHEREAS , Jackson is employed by Noble as President, Chief Executive Officer and Chairman of the Board of Directors ( “Board” );

      WHEREAS , because of his employment as an executive of Noble, Jackson has obtained intimate and unique knowledge of all aspects of Noble’s business operations, current and future plans, financial plans and other confidential and proprietary information;

      WHEREAS , Jackson and Noble mutually desire to terminate their employment relationship and all other officer, director and employee positions held by Jackson in Noble and in any of its subsidiaries or affiliates effective as of September 20, 2007;

      WHEREAS, the Parties desire to finally, fully and completely resolve all disputes that now or may exist between them, including, but not limited to those concerning Jackson’s hiring, employment and separation from Noble, and all disputes over benefits and compensation connected with such employment.

      NOW, THEREFORE , in consideration of the premises and mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties do hereby agree as follows:

      1. Employment Termination . Jackson’s employment and all positions held by Jackson with Noble are terminated effective September 20, 2007 ( “Separation Date” ). On the Separation Date, Jackson shall resign his positions as Chairman of the Board, Chief Executive Officer and as President of Noble, and all other director, officer, and employee positions with the Board, Noble and any of Noble’s subsidiaries or affiliates. On the Separation Date, Jackson shall execute and deliver to Noble a resignation letter in the form attached hereto as Exhibit A. After the Separation Date, Jackson shall, as Noble may reasonably request, provide any other documents to Noble to effect such resignations. This Agreement cancels and supersedes all prior agreements, oral or written, relating to Jackson’s employment with Noble except as otherwise provided in this Agreement.

      2. Certain Payments and Benefits.

          (a) Accrued Obligations . Within seven (7) days following the Separation Date, Noble shall pay Jackson an amount of cash for all salary earned but unpaid through the Separation Date, minus appropriate payroll taxes and withholdings, and amount of cash equal to all accrued but unused vacation as of the Separation Date, minus appropriate payroll taxes and withholdings ( “Accrued Obligations” ). Except as otherwise provided in this Agreement or as required by law, all other compensation, bonus, commission, severance, equity, expense reimbursements, vacation and benefits which relate to Jackson’s employment with Noble, including any benefits set forth in any plan, policy or program, shall cease as of the Separation Date.

          (b) Separation Payments . Subject to Jackson’s consent to and fulfillment of his obligations under this Agreement, and provided that Jackson does not revoke this Agreement pursuant to Paragraph 16, Noble shall pay Jackson (1) the amount of Seven Hundred Fifty Thousand U.S. dollars (USD $750,000.00), minus normal payroll withholdings and taxes, which is an amount equal to one year of Jackson’s base salary in effect as of the Separation Date, and (2) the amount of Five Hundred Sixty Two Thousand Five Hundred U.S. dollars (USD $562,500), minus normal payroll withholdings and taxes, which is an amount equal to the bonus amount Jackson could have earned (on a pro rated basis through the Separation Date) under Noble’s 2007 Short Term Incentive Plan had he remained employed with Noble through December 31, 2007 (the amounts in (1) and (2) are referred to collectively as the “Separation Payments” ). Noble shall pay the Separation Payments to Jackson in a lump sum payment within 20 days after the Effective Date of this Agreement. The Separation Payments shall not be treated as compensation for purposes of Noble’s 401(k) Plan, 401(k) Restoration Plan, The Noble Drilling Corporation Salaried Employees’ Retirement Plan or any other retirement plan.

          (c) Equity Awards . Jackson and Noble acknowledge that Jackson currently holds certain nonqualified stock options granted under Noble’s 1991 Stock Option and Restricted Stock Plan, as amended (the “Plan” ), pursuant to the Noble Corporation Nonqualified Stock Option Agreements dated September 1, 2000, April 20, 2004, April 27, 2005, February 2, 2006, April 26, 2006, and February 13, 2007 (the “Stock Options” ) and certain time-vested restricted stock granted under the Plan pursuant to the Noble Corporation Time-Vested Restricted Stock Agreements dated April 27, 2005, February 2, 2006, April 26, 2006, and February 13, 2007 (the “Time-Vested Restricted Stock” ). As of the Separation Date, all of the shares subject to (i) the Stock Options, to the extent unvested, shall be immediately vested, and shall be exercisable in accordance with the terms and conditions of the agreements granting such Stock Options and (ii) the Time-Vested Restricted Stock, to the extent unvested, shall be immediately vested. Except as otherwise expressly provided in this Paragraph 2(c), all equity awards previously granted under the Plan by Noble to Jackson and outstanding as of the Separation Date, including without limitation, any grants of performance-vested restricted stock, shall continue to be governed by the terms and conditions of the applicable award agreements, including, without limitation, any provisions providing for forfeiture of such awards upon Jackson’s termination of employment with Noble. Notwithstanding anything to the contrary contained herein, in the event Jackson does not consent to and fulfill his obligations under this Agreement during the Separation Period or, he revokes this Agreement in accordance with Paragraph 16 below, any Stock Options or Time-Vested Restricted Stock that vested in accordance with this Paragraph 2(c) shall be immediately forfeited and of no further force or effect.

          (d) Benefits . Pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ( “COBRA” ), if Jackson is eligible for and elects COBRA continuation coverage under Noble’s medical, dental or vision plan, Noble shall continue to cover Jackson under Noble’s medical, dental or vision plan, and Noble shall pay the same portion of Jackson’s individual premiums for such coverage as the portion of said premiums that Noble paid for Jackson immediately prior to the Separation Date, until the earlier of: (i) September 20, 2008; (ii) the date that Jackson obtains full-time employment with another entity, dies, or breaches the Agreement; or (iii) the date Jackson’s coverage under Noble’s medical, dental or vision plan terminates for any reason. After September 20, 2008, Jackson may continue COBRA continuation coverage pursuant to COBRA, if he so elects and is eligible, provided that Jackson shall be solely responsible for the payment of any COBRA premiums for continued coverage for all periods after September 20, 2008.

To the extent the benefits provided under this Paragraph 2(d) are otherwise taxable to Jackson, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (and the regulations and other guidance issued thereunder) (“ Section 409A ”) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year. Noble shall provide Jackson under separate cover at his home address, information necessary and as required by law to facilitate the transfer or rollover of his 401(k) account and information regarding COBRA election. Benefits provided under this Paragraph 2 to Jackson or to his spouse or dependents shall be modified to the extent benefits under an applicable plan are modified for active employees of Noble.

          (e) Waiver of Additional Compensation or Benefits . Other than compensation, payments and benefits expressly provided for in this Agreement, Jackson shall not be entitled to any additional compensation, bonus, stock options, commissions, benefits, severance payments or grants under any benefit plan, severance plan or bonus or incentive program established by Noble or any of Noble’s affiliates. Jackson acknowledges that any vested interest held by Jackson in Noble’s 401(k) Plan, retirement plan and any other plans in which Jackson participates, including the 401(k) matching payments for contributions made up to and including the Separation Date, shall be distributed in accordance with the terms of the plan and applicable law. The release in Paragraph 4 shall be deemed to cover any and all claims Jackson may be entitled to regarding his compensation, bonuses, stock options or grants and any other benefits he may or may not have received during his employment with Noble.

      3. Press Release. In connection with the termination of Jackson’s employment with Noble, Jackson consents to Noble’s issuance of a press release, and internal communications and external communications regarding his separation from his employment with Noble.

      4. General Release and Waiver. Jackson, on his own behalf and on behalf of his agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties” ) hereby fully releases, remises, acquits and forever discharges Noble and all of its affiliates, and each of their respective past and present officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties” ), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims” ), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Jackson’s employment with Noble or its affiliates or the termination of that employment or any circumstances related thereto, or any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation