Exhibit 10.1
NOBLE ENERGY, INC.
1992 STOCK OPTION AND RESTRICTED
STOCK PLAN
(As Amended Through April 24,
2007)
The purpose of this Plan
is to assist Noble Energy, Inc., a Delaware corporation formerly
known as Noble Affiliates, Inc., in attracting and retaining, as
officers and key employees of the Company and its Affiliates,
persons of training, experience and ability and to furnish
additional incentive to such persons by encouraging them to become
owners of Shares of the Company’s capital stock, by granting
to such persons Incentive Options, Nonqualified Options, Restricted
Stock, or any combination of the foregoing.
Unless the context
otherwise requires, the following words as used herein shall have
the following meanings:
(a) “Affiliate”
means any corporation (other than the Company) in any unbroken
chain of corporations (i) beginning with the Company if, at
the time of the granting of the Option or award of Restricted
Stock, each of the corporations other than the last corporation in
the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of
the other corporations in such chain, or (ii) ending with the
Company if, at the time of the granting of the Option or award of
Restricted Stock, each of the corporations, other than the Company,
owns stock possessing 50 percent or more of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.
(b) “Agreement”
means the written agreement (i) between the Company and the
Optionee evidencing the Option and any SARs that relate to such
Option granted by the Company and the understanding of the parties
with respect thereto or (ii) between the Company and a
recipient of Restricted Stock evidencing the restrictions, terms
and conditions applicable to such award of Restricted Stock and the
understanding of the parties with respect thereto.
(c) “Board” means
the Board of Directors of the Company as the same may be
constituted from time to time.
(d) “Code” means
the Internal Revenue Code of 1986, as amended.
(e) “Committee”
means the Committee provided for in Section 3 of the Plan as
the same may be constituted from time to time.
(f) “Company” means
Noble Energy, Inc., a Delaware corporation.
(g) “Corporate
Transaction” shall have the meaning as defined in
Section 8 of the Plan.
(h) “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.
(i) “Fair
Market Value” means the fair market value per Share as
determined by the Committee in good faith; provided, however, that
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 Quotations 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 as a national
market security 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
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asked quotations on such system for
such Share on the date in question. For purposes of valuing Shares
to be made subject to Incentive Options, the Fair Market Value per
Share shall be determined without regard to any restriction other
than one which, by its terms, will never lapse.
(j) “Incentive
Option” means an Option that is intended to satisfy the
requirements of Section 422(b) of the Code and Section 17
of the Plan.
(k) “Nonqualified
Option” means an Option that does not qualify as a statutory
stock option under Section 422 or 423 of the Code.
(l) “Non-Employee
Director” means a director of the Company who satisfies the
definition thereof under Rule 16b-3 promulgated under the
Exchange Act.
(m) “Option” means
an option to purchase one or more Shares granted under and pursuant
to the Plan. Such Option may be either an Incentive Option or a
Nonqualified Option.
(n) “Optionee”
means a person who has been granted an Option and who has executed
an Agreement with the Company.
(o) “Outside
Director” means a director of the Company who is an outside
director within the meaning of Section 162(m) of the Code and
the regulations promulgated thereunder.
(p) “Plan” means
this Noble Energy, Inc. 1992 Stock Option and Restricted Stock
Plan, as amended from time to time.
(q) “Restricted
Stock” means Shares issued or transferred pursuant to
Section 20 of the Plan.
(r) “Retirement”
means a termination of employment with the Company or an Affiliate
either (i) on a voluntary basis by a person who (A) is at
least 55 years of age with five years of credited service with
the Company or one or more Affiliates or (B) has at least
20 years of credited service with the Company or one or more
Affiliates, immediately prior to such termination of employment or
(ii) otherwise with the written consent of the Committee in
its sole discretion.
(s) “SARs” means
stock appreciation rights granted pursuant to Section 7 of the
Plan.
(t) “Securities
Act” means the Securities Act of 1933, as amended.
(u) “Share” means a
share of the Company’s present common stock, par value
$3.33 1
/ 3 per share, and any share or shares
of capital stock or other securities of the Company hereafter
issued or issuable in respect of or in substitution or exchange for
each such present share. Such Shares may be unissued or reacquired
Shares, as the Board, in its sole and absolute discretion, shall
from time to time determine.
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Section 3.
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Administration
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The Plan shall be
administered by, and the decisions concerning the Plan shall be
made solely by, a Committee of two or more directors of the
Company, all of whom are (a) Non-Employee Directors, and
(b) not later than immediately after the first meeting of
stockholders of the Company at which its directors are elected that
occurs after December 31, 1996, Outside Directors. Each member
of the Committee shall be appointed by and shall serve at the
pleasure of the Board. The Board shall have the sole continuing
authority to appoint members of the Committee. In making grants or
awards, the Committee shall take into consideration the
contribution the person has made or may make to the success of the
Company or its Affiliates and such other considerations as the
Board may from time to time specify.
The Committee shall
elect one of its members as its chairman and shall hold its
meetings at such times and places as it may determine. A majority
of the members of the Committee shall constitute a quorum. All
decisions and determinations of the Committee shall be made by the
majority vote or decision of the members present at any meeting at
which a quorum is present; provided, however, that any decision or
determination reduced to writing and signed by all members of the
Committee shall be as fully effective as if it had been made by a
majority vote or decision at a meeting duly called and held. The
Committee may appoint a secretary (who need not be a member of the
Committee) who shall keep minutes of its meetings. The Committee
may make any rules and regulations for the
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conduct of its business that are
not inconsistent with the express provisions of the Plan, the
bylaws or certificate of incorporation of the Company or any
resolutions of the Board.
All questions of
interpretation or application of the Plan, or of a grant of an
Option and any SARs that relate to such Option or an award of
Restricted Stock, including questions of interpretation or
application of an Agreement, shall be subject to the determination
of the Committee, which determination shall be final and binding
upon all parties.
Subject to the express
provisions of the Plan, the Committee shall have the authority, in
its sole and absolute discretion, (a) to adopt, amend or
rescind administrative and interpretive rules and regulations
relating to the Plan; (b) to construe the Plan; (c) to
make all other determinations necessary or advisable for
administering the Plan; (d) to determine the terms and
provisions of the respective Agreements (which need not be
identical), including provisions defining or otherwise relating to
(i) the term and the period or periods and extent of
exercisability of the Options, (ii) the extent to which the
transferability of Shares issued upon exercise of Options or any
SARs that relate to such Options is restricted, (iii) the
effect of termination of employment upon the exercisability of the
Options, and (iv) the effect of approved leaves of absence
(consistent with any applicable regulations of the Internal Revenue
Service) upon the exercisability of such Options; (e) subject
to Sections 9 and 11 of the Plan, to accelerate, for any
reason, regardless of whether the Agreement so provides, the time
of exercisability of any Option and any SARs that relate to such
Option that have been granted or the time of the lapsing of
restrictions on Restricted Stock; (f) to construe the
respective Agreements; and (g) to exercise the powers
conferred on the Committee under the Plan. The Board may correct
any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent it shall deem expedient to
carry it into effect, and it shall be the sole and final judge of
such expediency. The determinations of the Committee or Board, as
the case may be, on the matters referred to in this Section 3
shall be final and conclusive.
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Section 4.
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Shares Subject to the
Plan
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(a) The total
number of Shares that may be purchased pursuant to Options, issued
or transferred pursuant to the exercise of SARs or awarded as
Restricted Stock shall not exceed a maximum of 22,000,000 in the
aggregate, and the total number of shares for which Options and
SARs may be granted, and which may be awarded as Restricted Stock,
to any one person during a calendar year is 400,000 in the
aggregate; provided that each such maximum number of Shares shall
be increased or decreased as provided in Section 13 of the
Plan.
(b) At any time and
from time to time after the Plan takes effect, the Committee,
pursuant to the provisions herein set forth, may grant Options and
any SARs that relate to such Options and award Restricted Stock
until the maximum number of Shares shall be exhausted or the Plan
shall be sooner terminated; provided, however, that no Incentive
Option and any SARs that relate to such Option shall be granted
after December 9, 2006.
(c) Shares subject
to an Option that expires or terminates prior to exercise and
Shares that had been previously awarded as Restricted Stock that
have since been forfeited shall be available for further grant of
Options or award as Restricted Stock. No Option shall be granted
and no Restricted Stock shall be awarded if the number of Shares
for which Options have been granted and which pursuant to this
Section are not again available for Option grant, plus the number
of Shares that have been awarded as Restricted Stock, would, if
such Option were granted or such Restricted Stock were awarded,
exceed 22,000,000.
(d) Any Shares
withheld pursuant to Section 19(c) of the Plan shall not be
available after such withholding for being optioned or awarded
pursuant to the provisions hereof.
(e) Unless the
Shares awarded as Restricted Stock are Shares that have been
reacquired by the Company as treasury shares, Restricted Stock
shall be awarded only for services actually rendered, as determined
by the Committee.
The persons who shall be
eligible to receive grants of Options and any SARs that relate to
such Options, and to receive awards of Restricted Stock, shall be
regular salaried officers or other employees of the Company or one
or more of its Affiliates.
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Section 6. Grant of
Options
(a) From time to
time while the Plan is in effect, the Committee may, in its sole
and absolute discretion, select from among the persons eligible to
receive a grant of Options under the Plan (including persons who
have already received such grants of Options) such one or more of
them as in the opinion of the Committee should be granted Options.
The Committee shall thereupon, likewise in its sole and absolute
discretion, determine the number of Shares to be allotted for
option to each person so selected.
(b) Each person so
selected shall be offered an Option to purchase the number of
Shares so allotted to him, upon such terms and conditions,
consistent with the provisions of the Plan, as the Committee may
specify. Each such person shall have a reasonable period of time,
to be fixed by the Committee, within which to accept or reject the
proffered Option. Failure to accept within the period so fixed may
be treated as a rejection.
(c) Each person who
accepts an Option offered to him 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 person
shall become a participant in the Plan. In the event a person is
granted both one or more Incentive Options and one or more
Nonqualified Options, such grants shall be evidenced by separate
Agreements, one for each Incentive Option grant and one for each
Nonqualified Option grant. The date on which the Committee
completes all action constituting an offer of an Option to a
person, including the specification of the number of Shares to be
subject to the Option, shall constitute the date on which the
Option covered by such Agreement is granted. In no event, however,
shall an Optionee gain any rights in addition to those specified by
the Committee in its grant, regardless of the time that may pass
between the grant of the Option and the actual signing of the
Agreement by the Company and the Optionee.
(d) Each Agreement
that includes SARs in addition to an Option shall comply with the
provisions of Section 7 of the Plan.
The Committee may from
time to time grant SARs in conjunction with all or any portion of
any Option either (i) at the time of the initial Option grant
(not including any subsequent modification that may be treated as a
new grant of an Incentive Option for purposes of
Section 424(h) of the Code) or (ii) with respect to
Nonqualified Options, at any time after the initial Option grant
while the Nonqualified Option is still outstanding. SARs shall not
be granted other than in conjunction with an Option granted
hereunder.
SARs granted hereunder
shall comply with the following conditions and also with the terms
of the Agreement governing the Option in conjunction with which
they are granted:
(a) The SAR shall
expire no later than the expiration of the underlying
Option.
(b) Upon the
exercise of an SAR, the Optionee shall be entitled to receive
payment equal to the excess of the aggregate Fair Market Value of
the Shares with respect to which the SAR is then being exercised
(determined as of the date of such exercise) over the aggregate
purchase price of such Shares as provided in the related Option.
Payment may be made in Shares, valued at their Fair Market Value on
the date of exercise, or in cash, or partly in Shares and partly in
cash, as determined by the Committee in its sole and absolute
discretion.
(c) SARs shall be
exercisable (i) only at such time or times and only to the
extent that the Option to which they relate shall be exercisable,
(ii) only when the Fair Market Value of the Shares subject to
the related Option exceeds the purchase price of the Shares as
provided in the related Option, and (iii) only upon surrender
of the related Option or any portion thereof with respect to the
Shares for which the SARs are then being exercised.
(d) Upon exercise
of an SAR, a corresponding number of Shares subject to option under
the related Option shall be canceled. Such canceled Shares shall be
charged against the Shares reserved for the Plan, as provided in
Section 4 of the Plan, as if the Option had been exercised to
such extent and shall not be available for future Option grants or
Restricted Stock awards hereunder.
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Section 8. Option
Price
The option price for
each Share covered by an Incentive Option shall not be less than
the greater of (a) the par value of such Share or (b) the
Fair Market Value of such Share at the time such Option is granted.
The option price for each Share covered by a Nonqualified Option
shall not be less than the greater of (a) the par value of
such Share or (b) 100 percent of the Fair Market Value of
such Share at the time the Option is granted. Notwithstanding the
two immediately preceding sentences, if the Company or an Affiliate
agrees to substitute a new Option under the Plan for an old Option,
or to assume an old Option, by reason of a corporate merger,
consolidation, acquisition of property or stock, separation,
reorganization, or liquidation (any of such events being referred
to herein as a “Corporate Transaction”), the option
price of the Shares covered by each such new Option or assumed
Option may be other than the Fair Market Value of the Shares at the
time the Option is granted as determined by reference to a formula,
established at the time of the Corporate Transaction, which will
give effect to such substitution or assumption; provided, however,
in no event shall:
(a) the excess of
the aggregate Fair Market Value of the Shares subject to the Option
immediately after the substitution or assumption over the aggregate
option price of such Shares be more than the excess of the
aggregate Fair Market Value of all Shares subject to the Option
immediately prior to the substitution or assumption over the
aggregate option price of such Shares;
(b) in the case of
an Incentive Option, the new Option or the assumption of the old
Option give the Optionee additional benefits that he would not have
under the old Option; or
(c) the ratio of
the option price to the Fair Market Value of the stock subject to
the Option immediately after the substitution or assumption be more
favorable to the Optionee than the ratio of the option price to the
Fair Market Value of the stock subject to the old Option
immediately prior to such substitution or assumption, on a Share by
Share basis.
Notwithstanding the above, the
provisions of this Section 8 with respect to the option price
in the event of a Corporate Transaction shall, in the case of an
Incentive Option, be subject to the requirements of
Section 424(a) of the Code and the Treasury regulations and
revenue rulings promulgated thereunder. In the case of an Incentive
Option, in the event of a conflict between the terms of this
Section 8 and the above cited statute, regulations and
rulings, or in the event of an omission in this Section 8 of a
provision required by said laws, the latter shall control in all
respects and are hereby incorporated herein by reference as if set
out at length.
Section 9. Option
Period and Terms of Exercise
(a) Each Option
shall be exercisable during such period of time as the Committee
may specify, but in no event for longer than 10 years from the
date when the Option is granted; provided, however, that
(i) All rights to
exercise an Option and any SARs that relate to such Option shall,
subject to the provisions of subsection (c) of this
Section 9, terminate one year after the date the Optionee
ceases to be employed by at least one of the employers in the group
of employers consisting of the Company and its Affiliates, for any
reason other than death, becoming disabled (within the meaning of
Section 22(e)(3) of the Code) or Retirement, except that, in
the event of the termination of employment of the Optionee on
account of (a) fraud or intentional misrepresentation, or
(b) embezzlement, misappropriation or conversion of assets or
opportunities of the Company or its Affiliates, the Option and any
SARs that relate to such Option shall thereaf
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