Exhibit 10.28
AMENDMENT
TO THE
SECOND AMENDED AND RESTATED NOBLE CORPORATION
1992 NONQUALIFIED STOCK OPTION
AND SHARE PLAN FOR NON-EMPLOYEE DIRECTORS
WHEREAS, Noble Drilling Corporation, a Delaware
corporation (“Noble-Delaware”), established the Noble
Drilling Corporation 1992 Nonqualified Stock Option Plan for
Non-Employee Directors;
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 (the
“Plan”);
WHEREAS, Noble-Cayman has determined that the
Plan should be amended to address Internal Revenue Code Section
409A;
WHEREAS, pursuant to the provisions of
Section 6.01 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 definition of “Fair Market
Value” in Section 1.01(h) of the Plan is hereby amended
by adding the following sentence thereto:
“Any grant made under the Plan based on an
exercise price equal to ‘Fair Market Value’ as
described herein shall be made in accordance with Treasury
Regulation §1.409A-1(b)(5)(iv), with the commitment to make
such grant being irrevocably specified prior to the beginning of
such 10 business day period.”
2. The fourth clause of the second sentence
of Section 6.0
