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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2011
NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
         
Delaware   001-07964   73-0785597
         
(State or other jurisdiction of
incorporation or organization) 		  Commission
File Number 		  (I.R.S. Employer
Identification No.)
     
100 Glenborough, Suite 100
Houston, Texas 		  77067
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (281) 872-3100
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of            Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EX-10.1
EX-10.2

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Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)   Compensatory Arrangements of Certain Officers.
     Effective February 1, 2011, amendments were made to the change of control arrangements for the named executive officers and other employees of Noble Energy, Inc. (the “Company”) for the purpose of eliminating certain tax gross-up payment obligations of the Company to such individuals.
     Each of the following named executive officers is a party to a Change of Control Agreement (the “Individual Agreements”) with the Company: Charles D. Davidson, Chairman and Chief Executive Officer; David L. Stover, President and Chief Operating Officer; and Susan M. Cunningham, Senior Vice President — Exploration.
     Kenneth M. Fisher, Senior Vice President and Chief Financial Officer, and Rodney D. Cook, Senior Vice President — International, are not parties to an Individual Agreement but participate in the Company’s Change of Control Severance Plan for Executives (the “Executive Plan”). Messrs. Davidson and Stover and Ms. Cunningham do not participate in the Executive Plan.
     The Individual Agreements and Executive Plan provide for severance benefits in the event that a named executive officer’s involuntary separation from service occurs (other than by reason of death, disability or a termination by the Company for cause) within two years after a change of control of the Company. If such a separation from service occurs, the named executive officer is entitled to receive certain severance benefits, including a lump sum payment equal to a multiple of his or her annual cash compensation.
     Prior to the February 1, 2011 amendments, the Individual Agreements and the Executive Plan each contained a tax gross-up provision that obligated the Company to pay an additional amount to the named executive officer if his or her benefits under an Individual Agreement, the Executive Plan or any other Company arrangement were subject to the tax imposed on excess parachute payments by Section 4999 of the Internal Revenue Code. The amendments to the Individual Agreements and the Executive Plan eliminate this tax gross-up provision. As amended, the Individual Agreements and the Executive Plan now require the Company either (1) to reduce the amount of certain severance benefits otherwise payable under the Individual Agreement or the Executive Plan so that the severance benefits payable thereunder will not be subject to the tax imposed by Section 4999 of the Internal Revenue Code, or alternatively, (2) to pay the full amount of the severance benefits payable under the Individual Agreement or the Executive Plan (but with no tax gross-up), whichever produces the better after-tax result for the named executive officer.
     The amendment to the Executive Plan is subject to the existing provision of the Executive Plan that provides that such amendment will not be effective with respect to the named executive officer if (1) a change of control of the Company occurs within the first year following the adoption of such amendment, and (2) such amendment adversely affects the benefits or protections that were provided by the Executive Plan to the named executive officer prior to such amendment.
     The amendments to the Individual Agreements also provide that during the first year following a change of control of the Company, the Company must provide the named executive officer with 30 days advance written notice of his or her involuntary separation from service for a reason other than death, disability or a termination by the Company for cause.
     Copies of the amendments to the Executive Plan and the Individual Agreements are attached hereto as Exhibits 10.1 and 10.2, respectively.

 

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Item 9.01.   Financial Statements and Exhibits.
  (d)   Exhibits. The following exhibits are filed as part of this current report on Form 8-K:
  10.1   Amendment to the Noble Energy, Inc. Change of Control Severance Plan for Executives dated effective February 1, 2011.
 
  10.2   Amendment to the Noble Energy, Inc. Change of Control Agreement dated effective February 1, 2011.

 

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  NOBLE ENERGY, INC.
  		 
Date: February 4, 2011  By:   /s/ Arnold J. Johnson    
    Arnold J. Johnson   
    Senior Vice President,
General Counsel & Secretary  		 

 

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INDEX TO EXHIBITS
         
Exhibit No.   Description
  10.1    
Amendment to the Noble Energy, Inc. Change of Control Severance Plan for Executives dated effective February 1, 2011.
  10.2    
Amendment to the Noble Energy, Inc. Change of Control Agreement dated effective February 1, 2011.

 

Exhibit 10.1
AMENDMENT TO THE NOBLE ENERGY, INC.
CHANGE OF CONTROL SEVERANCE PLAN FOR EXECUTIVES
     Pursuant to the provisions of Section 4.5(a) thereof, the Noble Energy, Inc. Change of Control Severance Plan for Executives (the “Plan”) is hereby amended in the following respect only:
     Section 2.4 of the Plan is hereby amended by restatement in its entirety to read as follows:
     2.4 Parachute Payment Limitation. Any provision of the Plan to the contrary notwithstanding, if a Covered Employee is a “disqualified individual” (as defined in Section 280G of the Code), and the severance benefits provided in Section 2.1, together with any other payments which the Covered Employee has the right to receive, would constitute a “parachute payment” (as defined in Section 280G of the Code), the severance benefits provided hereunder that constitute a parachute payment and are exempt from the requirements of Section 409A of the Code shall be either (a) reduced (but not below zero) so that the aggregate present value of such payments received by the Covered Employee from the Employer will be one dollar ($1.00) less than three times the Covered Employee’s “base amount” (as defined in Section 280G of the Code) and so that no portion of such payments received by the Covered Employee shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax result for the Covered Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determinations as to the benefit to be reduced and the amount of reduction shall be made by the Employer in good faith, and such determinations shall be conclusive and binding on the Covered Employee. If a reduced payment is made and through error or otherwise that payment, when aggregated with other payments from the Employer (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three (3) times the Covered Employee’s base amount, the Covered Employee shall immediately repay such excess to the Employer upon notification that an overpayment has been made.
     Subject to the provisions of Section 4.5(a)(1) of the Plan, this Amendment shall be effective as of February 1, 2011, for each Employer participating in the Plan.
     IN WITNESS WHEREOF, this Amendment has been executed on this _____ day of January, 2011.
         
  NOBLE ENERGY, INC.
  		 
  By:   /s/ Charles D. Davidson    
    Charles D. Davidson   
    Chairman and Chief Executive Officer   

 

         
Exhibit 10.2
AMENDMENT TO THE NOBLE ENERGY, INC.
CHANGE OF CONTROL AGREEMENT
     Pursuant to the provisions of Paragraph 14 thereof, the Noble Energy, Inc. Change of Control Agreement made and entered into by and between NOBLE ENERGY, INC., a Delaware corporation, and that was executed on , to be effective as of January 1, 2008 (the “Agreement”), is hereby amended in the following respects only:
      FIRST : Paragraph 1 of the Agreement is hereby amended to add a new subparagraph at the end thereof to read as follows:
     Employer agrees that for a period of 12 months following a Change of Control, Employer will not (i) cause Executive’s involuntary Separation from Service (within the meaning of Treas. Reg. 1.409A-1(n)) for a reason other than Cause (as defined below) or incapacity due to physical or mental illness, or (ii) cause a Constructive Separation Event (as defined below) to occur, without providing Executive with 30 days advance written notice of such separation or event.
      SECOND : Paragraph 3 of the Agreement is hereby amended by restatement in its entirety to read as follows:
     3. Parachute Payment Limitation . Any provision of this Agreement to the contrary notwithstanding, if Executive is a “disqualified individual” (as defined in Section 280G of the Code), and the severance benefits provided in paragraph 1, together with any other payments which the Executive has the right to receive, would constitute a “parachute payment” (as defined in Section 280G of the Code), the severance benefits provided hereunder that constitute a parachute payment and are exempt from the requirements of Section 409A of the Code shall be either (a) reduced (but not below zero) so that the aggregate present value of such benefits received by Executive from Employer will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G of the Code) and so that no portion of such benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax result for Executive (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determinations as to the benefit to be reduced and the amount of reduction shall be made by Employer in good faith, and such determinations shall be conclusive and binding on Executive. If a reduced payment is made and through error or otherwise that payment, when aggregated with other payments from the Employer (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three (3) times Executive’s base amount, Executive shall immediately repay such excess to Employer upon notification that an overpayment has been made.

 

 

     IN WITNESS WHEREOF, this Amendment has been executed by the parties on this _____ day of January, 2011, to be effective as of February 1, 2011.
         
  NOBLE ENERGY, INC.
  		 
  By:      
    Name:  
    Title:  
 
         
       
    Signature of Executive
 
  Name Printed:    

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