Exhibit 10.27
AMENDMENT
TO THE
NOBLE CORPORATION
1991 STOCK OPTION AND RESTRICTED STOCK PLAN
WHEREAS, Noble Drilling Corporation, a Delaware
corporation (“Noble-Delaware”), established the Noble
Drilling Corporation 1991 Stock Option and Restricted Stock
Plan;
WHEREAS, Noble Corporation, a Cayman Islands
exempted company limited by shares (“Noble-Cayman”),
assumed such plan in connection with the corporate restructuring of
Noble-Delaware and subsequently amended such plan (such plan, as
amended through April 27, 2006, the
“Plan”);
WHEREAS, Noble-Cayman has determined that the
Plan should be amended to address Internal Revenue Code Section
409A;
WHEREAS, pursuant to Section 15 of the
Plan, the Board of Directors of Noble-Cayman may amend the Plan at
any time; and
NOW
THEREFORE, Noble-Cayman does hereby amend the Plan, effective as of
the close of business on December 31, 2008, as
follows:
1. The first sentence of Section 2(j) of
the Plan is hereby amended to read as follows:
“(j) ‘Fair Market Value’ means
if a Share is listed or admitted to trading on a securities
exchange registered under the Exchange Act, the Fair Market Value
per Share shall be the average of the reported high and low sales
price on the date in question (or if there was no reported sale on
such date, on the last preceding date on which any reported sale
occurred) on the principal securities exchange on which such Share
is listed or admitted to trading, or if a Share is not listed or
admitted to trading on any such exchange but is listed as a
national market security on the National Association of Securities
Dealers, Inc. Automated Quotation System (“NASDAQ”) or
any similar system then in use, the Fair Market Value per Share
shall be the average of the reported high and low sales price on
the date in question (or if there was no reported sale on such
date, on the last preceding date on which any reported sale
occurred) on such system, or if a Share is not listed or admitted
to trading on any such exchange and is not listed on a national
security market on NASDAQ but is quoted on NASDAQ or any similar
system then in use, the Fair Market Value per Share shall be the
average of the closing high bid and low asked quotations on such
system for such Share on the date in question.”
2. Section 6(b) of the Plan is hereby
deleted in its entirety and Section 6(c) and Section 6(d) are
renumbered as Section 6(b) and Section 6(c), respectively, and
any affected references thereto are revised accordingly.
1
3. The new Section 6(b) of the Plan is
hereby amended in its entirety to read as follows:
“(b) Each person shall enter into an
Agreement with the Company, in such form as the Committee may
prescribe, setting forth the terms and conditions of the Option,
whereupon such
