NOBLE ENERGY INC (Form: 8-K, Received: 02/07/2005 17:26:26)

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, 2005

NOBLE ENERGY, INC.

(Exact name of Registrant as specified in its charter)


Delaware	001-07964	73-0785597

(State or other jurisdiction of	Commission	(I.R.S. Employer
incorporation or organization)	File Number	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))

Item 1.01. Entry into a Material Definitive Agreement.

On February 1, 2005, Noble Energy, Inc. (the “Company”) granted stock options, restricted stock and performance units to each of the Company’s “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K) and other key employees. These grants were made pursuant to the Noble Energy, Inc. 2004 Long Term Incentive Plan (“LTIP”), which was adopted by the Board of Directors of the Company on January 27, 2004 (with the material terms of the performance goals applicable to future grants of restricted stock and performance units for purposes of qualifying payments made pursuant to those grants for deduction under Section 162(m) of the Internal Revenue Code being approved by stockholders of the Company on April 27, 2004) and filed with the Securities and Exchange Commission as Exhibit 10.1 to Form 10-Q on August 6, 2004. Pursuant to the terms of the LTIP, stock options and restricted stock were granted under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan, as amended (the “1992 Plan”). The stock option, restricted stock and performance unit grant arrangements are described below.

Stock Option Agreement

The Company grants options to purchase shares of the Company’s common stock, par value $3.33 1/3 per share, to certain executive officers and other key employees. Under the current form of the Nonqualified Stock Option Agreement, these options will vest ratably over three years in equal installments (33.33%) on the first, second and third anniversaries of the date of grant. The vesting of the options will accelerate in the event of a change in control of the Company. Vesting of these options is not contingent on any performance criteria, although none of the options may be exercised before the first anniversary (absent a change in control of the Company) or after the tenth anniversary of the date of grant. The current form of the Nonqualified Stock Option Agreement is filed with this current Report as Exhibit 10.1.

Restricted Stock Agreement

The Company grants to certain executive officers and key employees restricted shares of its common stock under the Restricted Stock Agreement, the current form of which is filed with this current Report as Exhibit 10.2. The restricted shares are subject to a three-year restricted period, which commences on the date of grant. In general, shares of restricted stock are subject to forfeiture during the restricted period upon termination of the grantee’s employment for any reason other than the grantee’s death, disability, retirement or discharge by the Company or an affiliate without cause. Vesting of the restricted stock at the end of the restricted period is dependent upon the Company’s achievement of total shareholder return that meets or exceeds the comparable total shareholder return of at least 25% of certain identified peer group companies. In addition, the lapse of restrictions on shares issued under the Restricted Stock Agreement will accelerate in the event of a change in control of the Company. The grantee has the right to receive dividends or distributions on the shares of restricted stock, although the cash, stock or other securities and other property constituting such dividends or other distributions will be held by the Company during the restricted period and are subject to the same restrictions as the shares to which the dividends or distributions relate.

Performance Units Agreement

The Company grants performance units to certain executive officers and other key employees. These performance units are compensation units used solely for the purpose of determining an amount of cash compensation (if any) to be paid to each grantee at the end of a three-year performance period beginning on January 1 of the year in which the grant is made, based on the achievement of certain performance goals. The performance goals are weighted to reflect their relative significance to the Company for the relevant performance period. The criteria on which the goals for the performance units are based include a combination of objectives, including (i) total stockholder return, (ii) growth in reserves, and (iii) growth in production. These performance goals are based on the performance of the Company in relation to certain peer group companies. Prior to the grant of performance units for a particular period, the Compensation Committee may vary the performance goals under the Performance Units Agreement, the current form of which is filed with this current Report as Exhibit 10.3.

Each grantee who remains employed by the Company (or one of its affiliates) throughout the performance period will be entitled to receive a cash amount based upon the number of performance units held by that grantee and the Company’s achievement of its performance goals. In the event the grantee’s employment terminates during the performance period by reason of that person’s death, disability, retirement, or discharge by the Company (or an affiliate) without cause, the grantee will receive a prorated payment after the end of the performance period, which will be based on the number of months of his or her employment during the performance period; provided, however, that the Company’s Compensation Committee may reduce or eliminate this payment at its discretion.

If the grantee’s employment terminates during the performance period for any reason other than the employee’s death, disability, retirement or discharge by the Company (or an affiliate) without cause, then the performance units will be forfeited by the grantee. In the event of a change in control of the Company during the performance period, each grantee will be entitled to receive an amount of cash equal to one dollar ($1.00) for each performance unit granted to that grantee.

Item 9.01. Financial Statements and Exhibits.

10.1   Form of Nonqualified Stock Option Agreement under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan.

10.2   Form of Restricted Stock Agreement under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan.

10.3   Form of Performance Units Agreement under the Noble Energy Inc. 2004 Long-Term Incentive Program.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this current Report to be signed on its behalf by the undersigned thereunto duly authorized.

NOBLE ENERGY, INC.

Date: February 7, 2005 By: /s/ Arnold J. Johnson

Arnold J. Johnson

Vice President, General Counsel & Secretary

INDEX TO EXHIBITS


Item		Exhibit
	10.1	Form of Nonqualified Stock Option Agreement under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan.

	10.2	Form of Restricted Stock Agreement under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan.

	10.3	Form of Performance Units Agreement under the Noble Energy Inc. 2004 Long-Term Incentive Program.

Exhibit 10.1

NOBLE ENERGY, INC.
1992 STOCK OPTION AND RESTRICTED STOCK PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT, made as of this day of , by and between NOBLE ENERGY, INC., a Delaware corporation (herein called the “Company”), and (herein called “Employee”),

W I T N E S S E T H:

WHEREAS, the Compensation, Benefits and Stock Option Committee (the “Committee”) of the Company’s Board of Directors, acting under the Company’s 1992 Stock Option and Restricted Stock Plan adopted on January 28, 1992, as amended (herein called the “Plan”), has determined that it is desirable to grant an option under the Plan to Employee, who is currently employed by the Company or subsidiary (as hereinafter defined);

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, shares of common stock of the Company at the price of $ per share, for a period commencing one year from the date of this Agreement and terminating on the first to occur of (1) the expiration of ten years from the date of this Agreement, or (2) when the employment of Employee by the Company or a subsidiary of the Company has terminated for any reason; provided that, in accordance with the provisions of Section 9 of the Plan, the number of shares purchasable hereunder in any periods of time during which the option evidenced hereby is exercisable shall be limited as follows: (a) shares are purchasable commencing one year from the date of this Agreement; (b) shares are purchasable commencing two years from the date of this Agreement; and (c) shares are purchasable commencing three years from the date of this Agreement; provided further that if said employment terminates more than one year and less than ten years from the date hereof other than by reason of death, disability, or retirement, then Employee may exercise this option, to the extent he was able to do so at the date of the termination of employment, at any time within one year after such termination but not after the expiration of the ten-year period; and provided further that if said employment terminates more than one year and less than ten years from the date hereof by reason of Employee’s death, disability, or retirement, then Employee, the executor or administrator of the estate of Employee, or any person who has acquired this option directly from Employee by bequest or inheritance may exercise this option to the extent Employee was entitled to exercise it on the date of his death, disability, or retirement, at any time within five years after such death, disability, or retirement, but not after the expiration of the ten-year period. Retirement is defined in the Plan as termination of employment by a person who is 55 years of age with five or more years of credited

service with the Company, or a person who has at least twenty years of credited service with the Company prior to termination of employment, or whose termination of employment with the Company by reason of retirement has been approved in writing by the Committee acting in its discretion.

Transfer of employment without interruption of service between or among the Company and its subsidiaries shall not be considered a termination of service. The term “subsidiary” as used in this Agreement shall have the meaning set forth in Section 1(m) of the Plan and shall include future as well as present subsidiaries. This option is, and is intended to be, a nonqualified stock option, and it is not intended to qualify as an incentive stock option under Section 422A of the Internal Revenue Code.

2. Exercise Following Change in Control . Any provision of paragraph 1 hereof to the contrary notwithstanding, upon the occurrence of a Change in Control (as defined below) while Employee is employed by the Company or a subsidiary of the Company, (i) this option may be exercised to purchase all of the shares of Company common stock that are then subject to this option, and (ii) the phrases “more than one year and” used in paragraph 1 hereof shall not apply as a condition for the exercise of this option following a termination of Employee’s employment with the Company or a subsidiary of the Company. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if:

(1) individuals who, as of , constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of the Company, provided that any person becoming a director subsequent to , whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board;

(2) the stockholders of the Company shall approve a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own outstanding voting securities representing at least fifty-one percent (51%) of the combined voting power entitled to vote generally in the election of directors (“Voting Securities”) of the reorganized, merged or consolidated company;

(3) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or

Company for or pursuant to the terms of such a plan), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate twenty-five percent (25%) or more of either (A) the then outstanding shares of common stock, par value $3.33-1/3 per share, of the Company (“Common Stock”) or (B) the Voting Securities of the Company, in either such case other than solely as a result of acquisitions of such securities directly from the Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the Company shall be deemed the beneficial owner of such Common Stock or Voting Securities.

Notwithstanding the foregoing, a “Change in Control” of the Company shall not be deemed to have occurred for purposes of subparagraph (4) of this paragraph 2 solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities of the Company (other than a result of a stock split, stock dividend or similar transaction), then a Change in Control of the Company shall be deemed to have occurred for purposes subparagraph (4) of this paragraph 2.

3. No Guaranty of Employment. The grant of this option shall not be deemed to entitle Employee to continued employment by the Company or any subsidiary for any specific period of time.

4. Requirement of Employment . Except as provided in paragraph 1 hereof, this option may not be exercised unless Employee is at the time of exercise an employee of the Company or a subsidiary.

5. Exercise of Option . This option may be exercised by written notice signed by the Employee or electronic notice in form acceptable by the Company or its designee, either of which must be delivered to the Company or its designee. 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. Promptly after demand by the Company or its designee, Employee shall pay to the Company or its designee an amount

equal to any applicable withholding taxes due in connection with the exercise of this option. Payment of the purchase price of the shares and payment of the applicable withholding taxes can be accomplished under the broker-assisted exercise program administered by the Company’s designee, if any, then in effect.

6. Delivery of Certificates Upon Exercise of Option . Delivery of the certificates representing the purchased stock shall be made promptly after receipt of notice of exercise and payment of the purchase price and the amount of any withholding taxes to the Company, if required, provided that the Company shall have such time as it reasonably deems necessary to qualify or register such stock on any exchange that it deems desirable or necessary.

7. Adjustments Upon Changes in Common Stock . In the event that before delivery by the Company of all the shares of stock in respect of which this option and rights are hereby granted, the Company shall have effected a common stock split or dividend payable in common stock or the outstanding common stock of the Company shall have been combined into a smaller number of shares, the shares still subject to the option hereby granted shall be increased or decreased to reflect proportionately the increase or decrease in the number of shares outstanding, and the purchase price per share shall be decreased or increased so that the aggregate purchase price for all the then optioned shares shall remain the same as immediately prior to such stock split, stock dividend or combination. In the event of a reclassification of stock not covered by the foregoing, or in the event of a liquidation or reorganization, including a merger, consolidation or sale of assets, it is agreed that the Board of Directors of the Company shall make such adjustments, if any, as it may deem appropriate in the number, purchase price and kind of shares still subject to the option and rights hereby granted.

8. Transferability . The option evidenced hereby is not transferable by Employee other than (i) by will or the laws of descent and distribution or (ii) to a permitted transferee (as defined in the Plan) in accordance with the provisions of the Plan.

9. Termination of Employment on Account of Fraud . Anything herein to the contrary notwithstanding, in the event of the termination of employment of Employee on account of fraud, dishonesty or other acts detrimental to the interests of the Company or a subsidiary, this option shall automatically terminate and be null and void as of the date of such termination of employment.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


		NOBLE ENERGY, INC.


		Name:

		Title:



Employee signature


Employee printed name

Exhibit 10.2

NOBLE ENERGY, INC.
1992 STOCK OPTION AND RESTRICTED STOCK PLAN

RESTRICTED STOCK AGREEMENT

THIS AGREEMENT, made and entered into as of , by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and (“Employee”),

WITNESSETH THAT:

WHEREAS, the Compensation, Benefits and Stock Option Committee of the Company’s Board of Directors (the “Committee”), acting under the Company’s 1992 Stock Option and Restricted Stock Plan adopted on January 28, 1992, as amended (the “Plan”), has the authority to award restricted shares of the common stock of the Company to certain employees of the Company or an Affiliate (as defined in the Plan); and

WHEREAS, pursuant to the Plan the Committee has determined to make such an award to Employee on the terms and conditions and subject to the restrictions set forth in the Plan and this Agreement, and Employee desires to accept such award;

NOW, THERFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Restricted Stock Award . On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby awards to Employee, and Employee hereby accepts, a restricted stock award (the “Award”) of shares (the “Restricted Shares”) of common stock, par value $3.33 1/3 per share, of the Company. The Award is made effective as of (the “Effective Date”). A certificate representing the Restricted Shares shall be issued in the name of Employee as of the Effective Date and delivered to Employee on the Effective Date or as soon thereafter as practicable. Employee shall cause the certificate representing the Restricted Shares, upon receipt thereof by Employee, to be deposited, together with stock powers and any other instrument of transfer reasonably requested by the Company duly endorsed in blank, with the Company, to be held by the Company in escrow for Employee’s benefit until such time as the Restricted Shares represented by such certificate are either forfeited by Employee to the Company or the restrictions thereon terminate as set forth in this Agreement.

2. Performance Goal, Vesting and Forfeiture .

(a) The Restricted Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Effective Date and shall end on . The Performance Goal shall be achieved as of December 31, , if the Company’s total shareholder return for the period commencing January 1,

, and ending December 31, , is at or above the twenty-five (25) percentile level of the total shareholder returns for the peer group of companies identified below (the “Peer Group”). The total shareholder returns for the Company and the other Peer Group companies shall be determined on the basis of the total investment performance that would have resulted as of December 31, , from investing $100 in the common stock of the Company and each of the other companies in the Peer Group, using a beginning stock price and an ending stock price equal to the average closing price for the first 20 trading days in and the last 20 trading days in , respectively, and with all dividends reinvested. The Peer Group shall be the group of companies consisting of each of the following companies that is in existence on December 31, :

[Peer Group to be selected by Compensation Committee]

(b) During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares.

(c) If Employee remains employed by the Company or an Affiliate throughout the Restricted Period and the Performance Goal is achieved as of December 31, , the restrictions applicable hereunder to the Restricted Shares shall terminate, and as soon as practicable thereafter a stock certificate for the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.

(d) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period by reason of Employee’s death, Disability (as defined in Section 2(g) hereof), Retirement (as defined in the Plan) or discharge by the Company or an Affiliate other than for Cause (as defined in Section 2(g) hereof), and the Performance Goal is achieved as of December 31, , the restrictions applicable hereunder to the Restricted Shares shall terminate as to the number of such shares equal to the product obtained by multiplying the number of such Restricted Shares by a fraction, (i) the numerator of which is the number of whole months of employment with the Company or an Affiliate that Employee completed after December 31, , and prior to such termination of employment, and (ii) the denominator of which is 36, and as soon as practicable thereafter a stock certificate for such portion of the Restricted Shares (rounded to the closest whole number of shares), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions; provided, however, that the Committee in its discretion may reduce (including to zero) the number of the

Restricted Shares with respect to which such restrictions shall terminate pursuant to this Section 2(d). Any Restricted Shares with respect to which such restrictions do not terminate shall be forfeited by Employee and transferred to the Company at no cost to the Company.

(e) All of the Restricted Shares shall be forfeited by Employee and transferred to the Company at no cost to the Company if (i) Employee remains employed by the Company or an Affiliate throughout the Restricted Period but the Performance Goal is not achieved as of December 31, , or (ii) the employment of Employee by the Company or an Affiliate terminates during the Restricted Period for any reason other than Employee’s death, Disability, Retirement or discharge by the Company or an Affiliate without Cause.

(f) If a Change in Control (as defined in Section 2(g) hereof) occurs during the Restricted Period and while Employee is employed by the Company or an Affiliate, the restrictions applicable hereunder to the Restricted Shares shall terminate and the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions. If a Change in Control occurs during the Restricted Period and after Employee’s employment terminates for a reason described in Section 2(d) hereof, (i) the restrictions applicable hereunder to the number of Restricted Shares calculated pursuant to the provisions of Section 2(d) hereof shall terminate and said number of such shares (and/or any successor securities or other property attributable to such shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions, and (ii) any Restricted Shares with respect to which such restrictions do not terminate shall be forfeited by Employee and transferred to the Company at no cost to the Company.

(g) For the purposes of this Agreement: (i) the “Disability” of Employee shall mean that Employee is disabled within the meaning of Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, as determined by the Committee in its discretion; (ii) transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment; (iii) a discharge by the Company or an Affiliate for “Cause” means any termination of Employee’s employment with the Company or an Affiliate by reason of Employee’s (1) conviction of a felony or misdemeanor involving moral turpitude, (2) engagement in conduct involving misuse of the funds or other property of the Company or an Affiliate, (3) engagement in a business activity which is in conflict with the business interests of the Company or an Affiliate, (4) gross negligence of willful misconduct, or (5) engagement in conduct which is in violation of the safety rules or standards of the Company or an Affiliate or which otherwise may cause or causes injury to another person; and (iv) a “Change in Control” shall be deemed to have occurred if:

(1) individuals who, as of , constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of the Company, provided that any person becoming a director subsequent to , whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board;

(3) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or

(4) any “person,” as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such a plan), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate twenty-five percent (25%) or more of either (A) the then outstanding shares of common stock, par value $3.33-1/3 per share, of the Company (“Common Stock”) or (B) the Voting Securities of the Company, in either such case other than solely as a result of acquisitions of such securities directly from the Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the Company shall be deemed the beneficial owner of such Common Stock or Voting Securities.

Notwithstanding the foregoing, a “Change in Control” of the Company shall not be deemed to have occurred for purposes of subparagraph (4) of this Section 2(g)(iv) solely as the result of an acquisition of securities by the Company which, by reducing the

number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities of the Company (other than a result of a stock split, stock dividend or similar transaction), then a Change in Control of the Company shall be deemed to have occurred for purposes subparagraph (4) of this Section 2(g)(iv).

3. Rights as Shareholder. Subject to the provisions of this Agreement, upon the issuance of a certificate or certificates representing the Restricted Shares to Employee, Employee shall become the owner thereof for all purposes and shall have all rights as a stockholder, including voting rights and the right to receive dividends and distributions, with respect to the Restricted Shares. If the Company shall pay or declare a dividend or make a distribution of any kind, whether due to a reorganization, recapitalization or otherwise, with respect to the shares of Company common stock constituting the Restricted Shares, then the Company shall pay or make such dividend or other distribution with respect to the Restricted Shares; provided, however, that the cash, stock or other securities and other property constituting such dividend or other distribution shall be held by the Company subject to the restrictions applicable hereunder to the Restricted Shares until the Restricted Shares are either forfeited by Employee and transferred to the Company or the restrictions thereon terminate as set forth in this Agreement. If the Restricted Shares with respect to which such dividend or distribution was paid or made are forfeited by Employee pursuant to the provisions hereof, then Employee shall not be entitled to receive such dividend or distribution and such dividend or distribution shall likewise be forfeited and transferred to the Company. If the restrictions applicable to the Restricted Shares with respect to which such dividend or distribution was paid or made terminate in accordance with the provisions of this Agreement, then Employee shall be entitled to receive such dividend or distribution with respect to such shares, without interest, and such dividend or distribution shall likewise be delivered to Employee.

4. Withholding Taxes .

(a) Employee may elect, within 30 days of the Effective Date and on notice to the Company, to realize income for federal income tax purposes equal to the fair market value of the Restricted Shares on the Effective Date. In such event, Employee shall make arrangements satisfactory to the Company or the appropriate Affiliate to pay in the year of the Award any federal, state or local taxes required to be withheld with respect to such shares. If Employee fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with respect to Employee, whether or not pursuant to this Agreement, or the Plan and regardless of the form of payment, any

federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares.

(b) If no election is made by Employee pursuant to Section 4(a) hereof, then upon the termination of the restrictions applicable hereunder to all or any portion of the Restricted Shares, Employee (or in the event of Employee’s death, the administrator or executor of Employee’s estate) will pay to the Company or the appropriate Affiliate, or make arrangements satisfactory to the Company or such Affiliate regarding payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares with respect to which such restrictions have terminated. If Employee (or in the event of Employee’s death, the administrator or executor of Employee’s estate) fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or an Affiliate to or with respect to Employee, whether or not pursuant to this Agreement, or the Plan and regardless of the form of payment, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Shares with respect to which such restrictions have terminated.

5. Reclassification of Shares. In case of any consolidation or merger of another corporation into the Company in which the Company is the surviving corporation and in which there is a reclassification or change (including the right to receive cash or other property) of the Restricted Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Committee may provide that payment of the Restricted Shares shall take the form of the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Company), property, cash or any combination thereof receivable upon such consolidation or merger.

6. Effect on Employment . Nothing contained in this Agreement shall confer upon Employee the right to continue in the employment of the Company or an Affiliate, or affect any right which the Company or an Affiliate may have to terminate the employment of Employee.

7. Legend. Each certificate representing the Restricted Shares shall conspicuously set forth on the face or back thereof, in addition to any legends required by applicable law or other agreement, a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THE TERMS OF THE NOBLE ENERGY, INC. 1992 STOCK OPTION PLAN AND RESTRICTED STOCK PLAN AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN ANY MANNER, EXCEPT AS SET FORTH IN THE TERMS OF THE AGREEMENT EMBODYING THE AWARD OF SUCH

SHARES DATED . A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE COMPANY.

8. Assignment. The Company may assign all or any portion of its rights and obligations under this Agreement. The Award, the Restricted Shares and the rights and obligations of Employee under this Agreement may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of by Employee other than by will or the laws of descent and distribution.

9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Employee, and Employee’s heirs, devisees, executors, administrators and personal representatives.

10. Amendment. This Agreement may be amended or terminated at any time by an instrument in writing to such effect executed by both parties.

11. Notices. All notices required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) transmitted by first class registered or certified United States mail, postage prepaid, return receipt requested, (iii) sent by prepaid overnight courier service, or (iv) sent by telecopy or facsimile transmission, answer back requested, to the person who is to receive it at the address that such person has theretofore specified by written notice delivered in accordance herewith. Such notices shall be effective (i) if delivered personally or sent by courier service, upon actual receipt by the intended recipient, (ii) if mailed, upon the earlier of five days after deposit in the mail or the date of delivery as shown by the return receipt therefor, or (iii) if sent by telecopy or facsimile transmission, when the answer back is received. The Company or Employee may change, at any time and from time to time, by written notice to the other, the address that the Company or Employee had theretofore specified for receiving notices. Until such address is changed in accordance herewith, notices under this Agreement shall be delivered or sent (i) to Employee at Employee’s address as set forth in the records of the Company, or (ii) to the Company at the principal executive offices of the Company clearly marked “Attention: ”.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws.

13. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision shall be deemed to be so limited and shall be enforceable by limitation thereof, then the provision shall be so limited and shall be enforceable to the maximum extent permitted by applicable law.

14. Further Assurances. The parties agree to execute such additional instruments and to take all such further action as may be reasonably necessary to carry out the intent and purposes of this Agreement.

15. Entire Agreement . This Agreement and Plan set forth the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior agreements and understandings, whether written or oral, between the parties with respect to the subject matter hereof.

16. Subject to Plan. The Award, the Restricted Shares and this Agreement are subject to all of the terms and conditions of the Plan as amended from time to time. In the event of any conflict between the terms and conditions of the Plan and those set forth in this Agreement, the terms and conditions of the Plan shall control.

17. Counterparts . This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

18. Descriptive Headings . The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement.

19. References . The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first written above.


		NOBLE ENERGY, INC.

		By:

		Name:

		Title:


		EMPLOYEE


		Employee Signature


		Employee Printed Name

Exhibit 10.2

STOCK POWER AND ASSIGNMENT
SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED and pursuant to that certain Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan Restricted Stock Agreement dated as of (the “Agreement”), the undersigned Employee hereby sells, assigns and transfers unto , ______ shares of the Common Stock, $3.33 1/3 par value per share, of Noble Energy, Inc., a Delaware corporation (the “Company”), standing in the undersigned’s name on the books of the Company represented by Certificate No(s). delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO.


Dated:


		EMPLOYEE:


		Name Printed:

Exhibit 10.3

NOBLE ENERGY, INC.
2004 LONG-TERM INCENTIVE PROGRAM

PERFORMANCE UNITS AGREEMENT

THIS AGREEMENT, made and entered into as of , by and between NOBLE ENERGY, INC., a Delaware corporation (the “Company”), and (“Employee”),

WITNESSETH THAT:

WHEREAS, the Compensation, Benefits and Stock Option Committee of the Company’s Board of Directors (the “Committee”), acting under the Company’s 2004 Long-Term Incentive Program adopted on January 28, 2004 (the “LTIP”), has the authority to award LTIP performance units to certain employees of the Company or one of its affiliates; and

WHEREAS, pursuant to the LTIP the Committee has determined to make such an award to Employee on the terms and conditions and subject to the restrictions set forth in this Agreement, and Employee desires to accept such award;

1. Definitions . For the purposes of this Agreement:

(a) “Affiliate” means any entity that is directly or indirectly controlled by the Company or in which the Company has a significant equity interest, as determined by the Committee in its discretion.

(b) A discharge by the Company or an Affiliate for “Cause” means any termination of Employee’s employment with the Company or an Affiliate by reason of Employee’s (1) conviction of a felony or misdemeanor involving moral turpitude, (2) engagement in conduct involving misuse of the funds or other property of the Company or an Affiliate, (3) engagement in a business activity which is in conflict with the business interests of the Company or an Affiliate, (4) gross negligence or willful misconduct, or (5) engagement in conduct which is in violation of the safety rules or standards of the Company or an Affiliate or which otherwise may cause or causes injury to another person.

(1) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of the

Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board;

(3) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or

Notwithstanding the foregoing, a “Change in Control” of the Company shall not be deemed to have occurred for purposes of subparagraph (4) of this Section 1(c) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the

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Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities of the Company (other than a result of a stock split, stock dividend or similar transaction), then a Change in Control of the Company shall be deemed to have occurred for purposes subparagraph (4) of this Section 1(c).

(d) The “Disability” of Employee means that Employee is disabled within the meaning of Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, as determined by the Committee in its discretion.

(e) “Performance Period” means the period of time commencing on January 1, , and ending on December 31, .

(f) “Performance Unit” means a fictional deferred compensation unit used solely for the purpose of determining the amount of compensation (if any) to be paid to Employee in cash pursuant to this Agreement.

(g) “Peer Group” means the group of companies consisting of each of the following companies that is in existence at the end of the Performance Period:

[Peer Group to be selected by Compensation Committee]

(h) “Three-Year Debt Adjusted Compound Annual Growth in Production” means the compound annual growth rate of production per outstanding share of Company common stock, with the number of shares adjusted to include the number of incremental shares that would be required to eliminate the change in the Company’s annual average net debt (the sum of long-term debt, short-term debt less net working capital) calculated on a quarterly basis. The growth for the Performance Period shall be determined by calculating the debt adjusted production per share in the final year of the Performance Period less the debt adjusted production per share for the year immediately preceding the Performance Period.

(i) “Three-Year Debt Adjusted Compound Annual Growth in Reserves” means the compound annual growth rate of reserves per outstanding share of Company common stock during the Performance Period, with the number of shares adjusted to include the number of incremental shares that would be required to eliminate the change in net debt (the sum of long-term debt, short-term debt, less net working capital) of the Company outstanding at the beginning and end of the Performance Period.

(j) “Total Shareholder Return” for the Company and the other Peer Group companies shall be determined on the basis of the total investment performance that would have resulted as of the end of the Performance Period from investing $100 in the

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common stock of the Company and each of the other companies in the Peer Group, using a beginning stock price and an ending stock price equal to the average closing price for the first twenty (20) trading days in the Performance Period and the last twenty (20) trading days in the Performance Period, respectively, and with all dividends reinvested.

(k) Transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.

2. Award of Performance Units . Solely for the purpose of determining the amount of compensation (if any) to be paid to Employee in cash pursuant to this Agreement, the Company hereby awards to Employee, and Employee hereby accepts, Performance Units on the terms and conditions and subject to the restrictions, including forfeiture, set forth in this Agreement.

3. Total Shareholder Return Performance Goal . Subject to the provisions of Section 6 of this Agreement, at the end of the Performance Period Employee shall earn the following amount with respect to each Performance Unit awarded to Employee pursuant to Section 2 hereof, depending upon the Company’s Total Shareholder Return compared to the Total Shareholder Returns of the companies in the Peer Group as of the end of the Performance Period:


Company’s Total
Shareholder Return Relative	Amount
to Peer Group Companies	Earned
Maximum level: percentile or above	$	1.00
Target level: percentile	$	0.50
Threshold level: 25 ^th percentile	$	0.25
Below 25 ^th percentile	None

If the percentile level of the Company’s Total Shareholder Return is between two levels indicated on the foregoing schedule, the amount earned under such schedule shall be determined on the basis of a straight-line interpolation between such levels.

4. Growth in Reserves Performance Goal . Subject to the provisions of Section 6 of this Agreement, at the end of the Performance Period Employee shall earn the following amount with respect to each Performance Unit awarded to Employee pursuant to Section 2 hereof, depending upon the level of the Company’s Three-Year Debt Adjusted Compound Annual Growth in Reserves compared to the Three-Year Debt Adjusted Compound Annual Growth in Reserves of the companies in the Peer Group as of the end of the Performance Period:

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Three-Year
Debt Adjusted Compound
Annual Growth in Reserves	Amount
Relative to Peer Group Companies	Earned
Maximum level: percentile or above	$	0.50
Target level: percentile	$	0.25
Threshold level: 25 ^th percentile	$	0.125
Less than 25 ^th percentile	None

If the percentile level of the Company’s Three-Year Debt Adjusted Compound Annual Growth in Reserves is between two levels indicated on the foregoing schedule, the amount earned under such schedule shall be determined on the basis of a straight-line interpolation between such levels.

5. Growth in Production Performance Goal . Subject to the provisions of Section 6 of this Agreement, at the end of the Performance Period Employee shall earn the following amount with respect to each Performance Unit awarded to Employee pursuant to Section 2 hereof, depending upon the Company’s Three-Year Debt Adjusted Compound Annual Growth in Production compared to the Three-Year Debt Adjusted Compound Annual Growth in Production of the companies in the Peer Group as of the end of the Performance Period:


Three-Year
Debt Adjusted Compound
Annual Growth in Production	Amount
Relative to Peer Group Companies	Earned
Maximum level: percentile or above	$	0.50
Target level: percentile	$	0.25
Threshold level: 25 ^th percentile	$	0.125
Less than 25 ^th percentile	None

If the percentile level of the Company’s Three-Year Debt Adjusted Compound Annual Growth in Production is between two levels indicated on the foregoing schedule, the amount earned under such schedule shall be determined on the basis of a straight-line interpolation between such levels.

6. Vesting, Forfeiture and Payment for Performance Units .

(a) During the Performance Period, the Performance Units shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Performance Units.

(b) If Employee remains employed by the Company or one of its Affiliates from the date hereof through the end of the Performance Period, then on the July 31 immediately following the end of the Performance Period the Company shall pay to Employee (or in the event of Employee’s death, to Employee’s estate) an amount in cash equal to the sum of the amounts earned by Employee as of the end of the Performance Period under Sections 3, 4 and 5 of this Agreement.

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(c) If Employee’s employment with the Company or an Affiliate terminates during the Performance Period by reason of Employee’s death, Disability or Retirement (as defined in the Company’s 1992 Stock Option and Restricted Stock Plan) or discharge by the Company or an Affiliate other than for Cause, then on the July 31 immediately following the end of the Performance Period the Company shall pay to Employee (or in the event of Employee’s death, to Employee’s estate) an amount in cash equal to (i) the sum of the amounts earned by Employee as of the end of the Performance Period under Sections 3, 4 and 5 of this Agreement, multiplied by (ii) a fraction, (1) the numerator of which is the number of whole months of employment with the Company or an Affiliate that Employee completed during the Performance Period, and (2) the denominator of which is 36; provided, however, that the Committee in its discretion may reduce or eliminate any payment to be made to or with respect to Employee pursuant to this Section 6(c).

(d) All of the Performance Units shall be forfeited by Employee if the employment of Employee by the Company or an Affiliate terminates during the Performance Period for any reason other than Employee’s death, disability, Retirement or discharge by the Company or an Affiliate without Cause.

(e) If a Change in Control occurs during the Performance Period and while Employee is employed by the Company or an Affiliate, then any provision of this Agreement to the contrary notwithstanding, in lieu of and in full satisfaction and discharge of all of the obligations of the Company to make payments to or with respect to Employee pursuant to this Agreement, as soon as practicable after the occurrence of such Change in Control the Company or its successor shall pay to Employee an amount in cash equal to one dollar ($1.00) for each Performance Unit awarded to Employee pursuant to Section 2 of this Agreement. If a Change in Control occurs after the end of the Performance Period but prior to payment being made for such period, the payment based on actual performance that is otherwise due to be paid pursuant to this Section 6 on the July 31 immediately following the end of such period shall be paid to Employee (or in the event of Employee’s death, to Employee’s estate) as soon as practicable after the occurrence of such Change in Control.

7. Withholding Taxes . The payments made to or with respect to Employee pursuant to this Agreement shall be subject to all applicable requirements for the withholding of federal, state and local taxes.

8. Effect on Employment . Nothing contained in this Agreement shall confer upon Employee the right to continue in the employment of the Company or an Affiliate, or affect any right which the Company or an Affiliate may have to terminate the employment of Employee.

9. Assignment. The Company may assign all or any portion of its rights and obligations under this Agreement. The Performance Units and the rights and obligations of Employee under this Agreement may not be sold, assigned, transferred, discounted,

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exchanged, pledged or otherwise encumbered or disposed of by Employee other than by will or the laws of descent and distribution.

10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of (i) the Company and its successors and assigns, and (ii) Employee, and Employee’s heirs, devisees, executors, administrators and personal representatives.

11. Amendment. This Agreement may be amended or terminated at any time by an instrument in writing to such effect executed by both parties.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its principles of conflict of laws.

14. Entire Agreement . This Agreement and LTIP set forth the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior agreements and understandings, whether written or oral, between the parties with respect to the subject matter hereof.

15. Subject to LTIP. The Performance Units and this Agreement are subject to all of the terms and conditions of the LTIP as amended from time to time. In the event of any conflict between the terms and conditions of the LTIP and those set forth in this Agreement, the terms and conditions of the LTIP shall control.

16. Counterparts . This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.

17. Descriptive Headings . The descriptive headings herein are inserted for convenience of reference only, do not constitute a part of this Agreement, and shall not affect in any manner the meaning or interpretation of this Agreement.

18. References . The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first written above.


		NOBLE ENERGY, INC.

		By:

		Name:

		Title:


		EMPLOYEE


		Employee Signature


		Employee Printed Name

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	NOBLE ENERGY, INC.
Date: February 7, 2005	By:	/s/ Arnold J. Johnson
		Arnold J. Johnson
		Vice President, General Counsel & Secretary