NONQUALIFIED STOCK OPTION
AGREEMENT
THIS AGREEMENT, made as of the _____
day of _____, by and between NOBLE CORPORATION, a Cayman
Islands exempted company limited by shares (the
“Company”), and «First_Name»
«MI» «Last_Name»
(“Employee”);
WHEREAS, the committee (the
“Committee”) acting under the Company’s 1991
Stock Option and Restricted Stock Plan, as amended (the
“Plan”), has determined that it is desirable to grant a
nonqualified stock option under the Plan to Employee, who is
currently employed by the Company or one of its
Affiliates;
NOW, THEREFORE,
it is agreed as follows:
1. Grant of Option, Option Period and
Terms of Exercise of Option . The Company hereby grants to
Employee the option to purchase, as hereinafter set forth,
«Options» ordinary shares, par value U.S. $0.10 per
share, of the Company (“Shares”) at the price of $
per share, in whole at any time or in part from time to time, for a
period commencing one year from the date of this Agreement and
terminating on the first to occur of (i) the expiration of ten
years from the date of this Agreement and (ii) the date
Employee ceases for any reason to be employed by at least one of
the employers in the group of employers consisting of the Company
and its Affiliates (a “termination of employment”);
provided that the number of Shares purchasable hereunder in any
period or periods of time during which the option evidenced hereby
is exercisable shall be limited as follows:
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(a)
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«M_1st_Year» Shares are
purchasable, in whole at any time or in part from time to time,
commencing one year from the date of this Agreement,
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(b)
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an additional
«M_2nd_Year» Shares are purchasable, in whole at any
time or in part from time to time, commencing two years from the
date of this Agreement, and
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(c)
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an additional
«M_3rd_Year» Shares are purchasable, in whole at any
time or in part from time to time, commencing three years from the
date of this Agreement;
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provided
further that if a termination of employment occurs after the date
upon which the option first becomes exercisable and before the date
that is ten years from the date hereof for any reason other than
Employee’s death, Disability or Retirement, then the option
may be exercised, to the extent that Employee was entitled to
exercise it at the date of such termination of employment, at any
time within six months after such termination of employment but not
after the expiration of the ten-year period, except that, in the
event of a termination of employment of Employee on account of
fraud, dishonesty or other acts detrimental to the interests of the
Company or one or more of its Affiliates, the option shall
thereafter be null and void for all purposes; and provided further
that if a termination of employment occurs after the date upon
which the option first becomes exercisable and before the date that
is ten years from the date hereof by reason of Employee’s
death, Disability or Retirement, then the option, including any
then unvested Shares all of which shall be automatically
accelerated, may be exercised at any time within five years after
such termination of employment but not after the expiration of the
ten-year period.
Transfer of employment without interruption of
service between or among the Company and any of its Affiliates
shall not be considered a termination of employment.
Notwithstanding anything contained in this Agreement to the
contrary, no fractional Shares may be purchased upon exercise of
the option.
2. Agreement of Employee Regarding
Employment . Employee hereby agrees to serve the Company or
Affiliate by performing the duties now assigned to Employee or such
other duties as may hereafter be assigned to Employee, at
Employee’s present salary, with such increases and bonuses,
if any, as the Company or Affiliate may authorize, for a period of
at least one year from the date hereof. There is no obligation on
the part of the Company or Affiliate to continue Employee’s
employment for said one-year period or for any period, and nothing
in this Agreement shall in any way interfere with the right of the
Company or any Affiliate to terminate the employment of Employee at
any time, with or without cause.
3. Requirement of Employment .
Except as provided in Paragraph 1 hereof, the option may not
be exercised unless Employee is, at the time of exercise, an
employee of the Company or an Affiliate.
(a) The option may be exercised by written
notice signed by Employee and delivered to the Secretary of the
Company at the address set forth opposite the Company’s name
on the signature page of this Agreement. Such notice shall state
the number of Shares as to which the option is exercised and shall
be accompanied by the full amount of the purchase price of such
Shares. The purchase price may be paid in cash or by certified
check or cashier’s check or, if permitted by the Committee,
in whole or in part, by the surrender of issued and outstanding
Shares (including an actual or deemed multiple series of exchanges
of such Shares) which shall be credited against the purchase price
at the Fair Market Value of the Shares surrendered on the date of
exercise of the option. Any such notice shall be deemed delivered
on the date on which it is personally delivered to the Secretary of
the Company at the address specified above in this Paragraph 4(a)
or, if sent by mail, on the earlier of (i)
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