Registration No. 333-
As filed with the Securities and Exchange Commission on January 18, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-0374541
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
13135 SOUTH DAIRY ASHFORD, SUITE 800
SUGAR LAND, TEXAS 77478
(Address of Principal Executive Offices) (Zip Code)
|
NOBLE DRILLING CORPORATION 401(k) SAVINGS RESTORATION PLAN
(Full title of the Plan)
ROBERT D. CAMPBELL COPY TO:
PRESIDENT DAVID L. EMMONS, ESQ.
NOBLE DRILLING CORPORATION THOMPSON & KNIGHT L.L.P.
13135 SOUTH DAIRY ASHFORD, SUITE 800 98 SAN JACINTO
SUGAR LAND, TEXAS 77478 SUITE 1200
(Name and address of agent for service) AUSTIN, TEXAS 78701
(512) 469-6100
(281) 276-6100
(Telephone number, including
area code, of agent for service)
|
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, shares issuable upon any stock split, stock dividend or similar transaction with respect to these shares are also being registered hereunder. In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low sales prices of the Common Stock reported on the New York Stock Exchange Composite Tape on January 17, 2001.
(3) The Common Stock being registered includes associated Preferred Stock purchase rights.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and Amendment No. 1 thereto on Form 10-K/A;
(2) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 1999; and
(3) The description of the Registrant's Common Stock and Preferred Stock purchase rights contained in the Registration Statement filed under the Securities and Exchange Act of 1934.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Under Section 145 of the General Corporation Law of the State of Delaware, the Registrant has the power to indemnify its directors and officers, subject to certain limitations.
Reference is made to Article VI of the Bylaws of the Registrant, which provides for indemnification of directors and officers of the Registrant under certain circumstances.
The Registrant has entered into indemnity agreements with the Registrant's directors and bylaw officers intended to provide for indemnification to the fullest extent permitted by law.
Pursuant to the General Corporation Law of the State of Delaware, the Certificate of Incorporation of the Registrant limits the personal liability of directors of the Registrant to the Registrant or its stockholders for monetary damages for breach of fiduciary duty under certain circumstances.
The Registrant also maintains insurance to protect itself and its directors, officers, employees and agents against expenses, liabilities and losses incurred by such persons in connection with their service in the foregoing capacities.
The foregoing summaries are necessarily subject to the complete text of the statute, bylaw, agreement, certificate of incorporation and insurance policy referred to above and are qualified in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5.1 Opinion of Thompson & Knight L.L.P.
10.1 Noble Drilling Corporation 401(k) Savings Restoration Plan
23.1 Consent of Thompson & Knight L.L.P. (included in the opinion of Thompson & Knight L.L.P. filed herewith as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page of this Registration Statement)
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sugar Land, State of Texas, on the 18th day of January, 2001.
NOBLE DRILLING CORPORATION
(Registrant)
By: /s/ Robert D. Campbell
-------------------------------
Robert D. Campbell
President
|
KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and officers of Noble Drilling Corporation hereby constitutes and appoints James C. Day and Robert D. Campbell, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ James C. Day Chairman and Chief Executive Officer and January 18, 2001 ----------------------------------- Director (Principal Executive Officer) James C. Day /s/ Robert D. Campbell President and Director January 18, 2001 ----------------------------------- Robert D. Campbell /s/ Mark A. Jackson Executive Vice President and Chief January 18, 2001 ----------------------------------- Financial Officer (Principal Financial and Mark A. Jackson Accounting Officer) /s/ Michael A. Cawley Director January 18, 2001 ----------------------------------- Michael A. Cawley /s/ Lawrence J. Chazen Director January 18, 2001 ----------------------------------- Lawrence J. Chazen |
/s/ Tommy C. Craighead Director January 18, 2001
-----------------------------------
Tommy C. Craighead
Director January __, 2001
-----------------------------------
James L. Fishel
/s/ Marc E. Leland Director January 18, 2001
-----------------------------------
Marc E. Leland
/s/ Jack E. Little Director January 18, 2001
-----------------------------------
Jack E. Little
/s/ William A. Sears Director January 18, 2001
-----------------------------------
William A. Sears
|
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Noble Drilling Corporation Employee Benefits Committee has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sugar Land, State of Texas, on the 18th day of January, 2001.
NOBLE DRILLING CORPORATION 401(k) SAVINGS
RESTORATION PLAN
By: Noble Drilling Corporation Employee
Benefits Committee
By: /s/ John P. Boots
-----------------------------------------
John P. Boots
Member of Employee Benefits Committee
By: /s/ Marsha L. Galvan
-----------------------------------------
Marsha L. Galvan
Member of Employee Benefits Committee
By: /s/ Michael N. Lamb
-----------------------------------------
Michael N. Lamb
Member of Employee Benefits Committee
By: /s/ Thomas F. O'Rourke
-----------------------------------------
Thomas F. O'Rourke
Member of Employee Benefits Committee
By: /s/ Julie J. Robertson
-----------------------------------------
Julie J. Robertson
Member of Employee Benefits Committee
|
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
5.1 Opinion of Thompson & Knight L.L.P.
10.1 Noble Drilling Corporation 401(k) Savings Restoration
Plan
23.1 Consent of Thompson & Knight L.L.P. (included in Exhibit
5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
|
EXHIBIT 5.1
[Letterhead of Thompson & Knight L.L.P.]
January 18, 2001
Noble Drilling Corporation
13135 South Dairy Ashford, Suite 800
Sugar Land, Texas 77478
Dear Sirs:
We have acted as counsel for Noble Drilling Corporation, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933 (the "Securities Act") of 200,000 shares (the "Shares") of common stock, par value $.10 per share, of the Company for issuance pursuant to the Noble Drilling Corporation 401(k) Savings Restoration Plan (the "Plan").
In connection with the foregoing, we have examined the originals or copies, certified or otherwise authenticated to our satisfaction, of such corporate records of the Company, agreements and other instruments, certificates of public officials and of officers of the Company, and other instruments and documents as we have deemed necessary to require as a basis for the opinion hereinafter expressed. We have also participated in the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to the registration of the Shares under the Securities Act.
On the basis of the foregoing, we advise you that, in our opinion, the Shares have been duly authorized by the Company and, when issued in the manner and for the consideration described in the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to us in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations of the Securities and Exchange Commission thereunder.
Respectfully submitted,
/s/ Thompson & Knight L.L.P. THOMPSON & KNIGHT L.L.P. |
DGH/DLE
EXHIBIT 10.1
NOBLE DRILLING CORPORATION
401(k) SAVINGS RESTORATION PLAN
THIS PLAN, made and executed at Sugar Land, Texas, by NOBLE DRILLING CORPORATION, a Delaware corporation (the "Company"),
WITNESSETH THAT:
WHEREAS, the Company has heretofore established the Noble Drilling Corporation Amended and Restated Thrift Restoration Plan (the "Thrift Restoration Plan") for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Company and its participating affiliates; and
WHEREAS, the Company now desires to further amend the Thrift Restoration Plan to change its name and make certain other changes for the benefit of the employees participating thereunder;
NOW, THEREFORE, pursuant to the provisions of Section 4.1 thereof, the
Thrift Restoration Plan is hereby (i) renamed the Noble Drilling Corporation
401(k) Savings Restoration Plan, and (ii) amended by restatement in its entirety
to read as follows:
ARTICLE I.
DEFINITIONS
Section 1.1 Definitions. Unless the context clearly indicates otherwise, when used in this Plan:
(a) "Account" means a Deferral Account or Matching Account, as the context requires.
(b) "Affiliated Company" means any corporation or organization, other than an Employer, which is a member of a controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code of 1986, as amended ("Internal Revenue Code")) or of an affiliated service group (within the meaning of Section 414(m) of the Internal Revenue Code) with respect to which an Employer is also a member, and any other incorporated or unincorporated trade or business which along with an Employer is under common control (within the meaning of Section 414(c) of the Internal Revenue Code).
(c) "Committee" means the committee designated pursuant to Plan Section 2.1 to administer this Plan.
(d) "Company" means Noble Drilling Corporation.
(e) "Deferral Account" means an account established and maintained on the books of an Employer pursuant to Plan Section 3.2 to record a Participant's interest under this Plan attributable to amounts credited to such Participant pursuant to Plan Section 3.2(a).
(f) "Election Period" means the period prior to the beginning of a Plan Year which is specified by the Committee for the making of deferral elections for such year pursuant to Plan Section 3.1.
(g) "Eligible Employee" means, with respect to a Plan Year, any employee of an Employer (i) whose annual base salary as of the first day of such year (as estimated by the Committee during the Election Period for such year) will be at least equal to the greater of $85,000 or the compensation threshold amount applicable in determining a highly compensated employee for such year under Section 414(q)(1) of the Internal Revenue Code, and (ii) who is designated by the Committee as an Eligible Employee for such year for the purposes of this Plan.
(h) "Employer" includes the Company, Noble Drilling Services Inc., Noble Drilling (U.S.) Inc., Triton Engineering Services Company, Noble International Limited and any other incorporated or unincorporated trade or business which may adopt both the 401(k) Plan and this Plan.
(i) "Matching Account" means an account established and maintained on the books of an Employer pursuant to Plan Section 3.2 to record a Participant's interest under this Plan attributable to amounts credited to such Participant pursuant to Plan Section 3.2(b).
(j) "Participant" means an Eligible Employee or former Eligible Employee for whom an Account is being maintained under this Plan.
(k) "Plan" means this Noble Drilling Corporation 401(k) Savings Restoration Plan as in effect from time to time.
(l) "Plan Year" means the twelve-month period commencing January 1 and ending the following December 31.
(m) "401(k) Plan" means the Noble Drilling Corporation 401(k) Savings Plan as in effect from time to time.
(n) "Unit" means a fictional deferred compensation unit used solely for accounting purposes under this Plan.
(o) "Unit Value" means an amount equal to (i) if Company common stock is listed or admitted to trading on a securities exchange registered under the Securities Exchange Act of 1934, the average of the closing sale prices per share of such stock as reported on the
principal such exchange for the immediately preceding five days on which a sale of such stock was reported on such exchange, (ii) if Company common stock is not listed or admitted to trading on any such exchange, but is listed as a national market security by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or any similar system then in use, the average of the closing sale prices per share of such stock as reported on NASDAQ or such system for the immediately preceding five days on which a sale of such stock was reported on NASDAQ or such system, and (iii) if Company common stock is not listed or admitted to trading on any such exchange and is not listed as a national market security on NASDAQ or any similar system then in use, but is quoted on NASDAQ or any similar system then in use, the average of the mean between the closing high bid and low asked quotations per share for such stock as reported on NASDAQ or such system for the immediately preceding five days on which bid and asked quotations for such stock were reported on NASDAQ or such system.
ARTICLE II.
PLAN ADMINISTRATION
Section 2.1 Committee. This Plan shall be administered by the Committee appointed to administer the 401(k) Plan on behalf of the Employers. The Committee shall have discretionary and final authority to interpret and implement the provisions of the Plan. The Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. The Committee may adopt such rules and procedures for the administration of the Plan as are consistent with the terms hereof and shall keep adequate records of its proceedings and acts. Every interpretation, choice, determination or other exercise by the Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under the Plan or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Committee to reconsider and redetermine such action. The Employers shall indemnify and hold harmless each member of the Committee against any claim, cost, expense (including reasonable attorneys' fees), judgment or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act as a member of the Committee under this Plan, except in the case of willful misconduct.
ARTICLE III.
DEFERRED COMPENSATION PROVISIONS
Section 3.1 Deferral Election. Subject to such conditions, limitations
and procedures as the Committee may prescribe from time to time for the purposes
of this Plan, during the Election Period for each Plan Year an Eligible Employee
may elect to have the payment of (i) the portion of his or her elected pre-tax
contributions to the 401(k) Plan which cannot be made to the 401(k) Plan because
of the contribution limitations imposed under the 401(k) Plan or by the 401(k)
Plan Committee in order to comply with the requirements of the Internal Revenue
Code, (ii) up to 19% of the Basic Compensation (as defined in the 401(k) Plan
but determined without regard to the maximum amount of compensation that may be
taken into account under Section 401(a)(17) of the Internal Revenue Code)
otherwise payable by an Employer to him or her for such year, and (iii) all or
any portion of any bonus otherwise payable by an Employer to him or her for such
year, deferred for future payment by such Employer in such manner and at such
time or times permitted under Plan Section 3.5 as shall be specified by such
Eligible Employee in such election. All elections made pursuant to this Plan
Section 3.1 shall be made in writing on a form prescribed by and filed with the
Committee and shall be irrevocable.
Section 3.2 Participant Accounts. The Deferral Account and the Matching Account being maintained by an Employer for a Participant under the Noble Drilling Corporation Amended and Restated Thrift Restoration Plan as of December 31, 2000, shall be designated as such Participant's Pre-2001 Deferral Account and Pre-2001 Matching Account, respectively, and shall continue to be maintained by such Employer for such Participant in accordance with the provisions of this Plan. For each Plan Year commencing after December 31, 2000, an Employer shall establish and maintain on its books a Deferral Account and a Matching Account for each Eligible Employee employed by such Employer who elects to defer the receipt of compensation for such year pursuant to Plan Section 3.1. Each such Account shall be designated by the name of the Participant for whom established and the Plan Year to which it relates, and shall be credited in accordance with the following provisions:
(a) The amount of any compensation otherwise payable by an Employer to a Participant for each month during a Plan Year that such Participant has elected to defer pursuant to Plan Section 3.1 shall be credited (as a dollar amount) by such Employer to such Participant's Deferral Account for that year no later than 15 business days after the end of the month during which such amount would otherwise have been paid by such Employer to such Participant.
(b) The number of Units equal to the number of shares of Company common stock that would have been contributed to the 401(k) Plan as an Employer Matching Contribution for such Participant for each month during a Plan Year if the compensation such Participant elected to defer for such month pursuant to Plan Section 3.1(i) had been contributed to the 401(k) Plan as a pre-tax contribution for such Participant for such month shall be credited to such Participant's Matching Account for that year no later than 15 business days after the end of such month.
(c) An Employer in its discretion may provide for the crediting of additional amounts or Units to a Participant's Deferral Account or Matching Account pursuant to an award made by such Employer which specifies the dollar amount or number of Units to be credited to such Account and any special terms or conditions (such as special vesting or distribution provisions) applicable under such award. Any provision of this Plan to the contrary notwithstanding, the amount or Units credited to an Account under an award made pursuant to the provisions of this Plan Section 3.2(c) shall vest, be distributed and otherwise be governed by and administered in accordance with any special terms and conditions applicable under such award; provided, however, that the amount or Units that are credited to a Matching Account pursuant to an award made pursuant to the provisions of this Plan Section 3.2(c) shall be subject to forfeiture pursuant to the provisions of Plan Section 3.8.
Section 3.3 Deferral Account Adjustments. Subject to such conditions, limitations and procedures as the Committee may prescribe from time to time for the accounting purposes of this Plan, on a daily basis (or at such other times as the Committee may prescribe), the amount credited as a dollar amount to each Deferral Account maintained by an Employer for a Participant shall be adjusted to reflect the investment results that would be attributable to the hypothetical investment of such credited amount in accordance with investment directions given by such Participant. The investment directions given and the hypothetical investments made pursuant to this Plan Section 3.3 are fictional devices established solely for the accounting purposes of this Plan, and shall not require any Employer to make any actual investment or otherwise set aside or earmark any asset for the purposes of this Plan.
Section 3.4 Unit Adjustments. If a cash dividend is paid on Company common stock, each Account then credited with a Unit shall be credited on the date said dividend is paid with the number of Units equal to the amount of said dividend per share of Company common stock multiplied by the number of Units then credited to such Account, with the product thereof divided by the Unit Value on the date such dividend is paid. If the Company effects a split of its shares of common stock or pays a dividend in the form of shares of Company common stock, or if the outstanding shares of Company common stock are combined into a smaller number of shares, the Units then credited to an Account shall be increased or decreased to reflect proportionately the increase or decrease in the number of outstanding shares of Company common stock resulting from such split, dividend or combination. In the event of a reclassification of shares of Company common stock not covered by the foregoing, or in the event of a liquidation, separation or reorganization (including, without limitation, a merger, consolidation or sale of assets) involving the Company, the Board of Directors of the Company shall make such adjustments, if any, to an Account as such Board may deem appropriate.
Section 3.5 Account Payments. Upon the termination of a Participant's employment with an Employer or Affiliated Company for any reason other than transfer to employment with another Employer or Affiliated Company, if such Participant is not fully vested in the amount credited to his or her Company Matching Account under the 401(k) Plan as of the date of such termination of employment, the number of Units credited to each Matching Account maintained by an Employer for
such Participant shall be reduced to the number of Units equal to the number of Units then credited to said Matching Account multiplied by the vested percentage applicable to such Participant's Company Matching Account under the 401(k) Plan as of the date of such termination of employment. As soon as practicable following the foregoing reduction, if any, but in no event later than 30 days after the last day of the quarter of the Plan Year during which a Participant's employment with an Employer or Affiliated Company terminates for any reason other than transfer to employment with another Employer or Affiliated Company:
(a) The amount credited to the Pre-2001 Deferral Account and Pre-2001 Matching Account maintained by an Employer for such Participant shall be paid or commence being paid, as the case may be, by such Employer to such Participant (or, in the event of his or her death, to the beneficiary or beneficiaries designated by such Participant pursuant to Plan Section 3.6) and charged against such Account either in a single lump sum or in approximately equal annual installments over a period of five years, such form of distribution to be determined by such Employer in its absolute discretion, and
(b) The amount credited to each Account maintained by an Employer for a Participant which relates to a Plan Year after 2000 shall be paid or commence being paid, as the case may be, by such Employer to such Participant (or, in the event of his or her death, to the beneficiary or beneficiaries designated by such Participant pursuant to Plan Section 3.6) and charged against such Account either in a single lump sum or in approximately equal annual installments over a period of five years, such form of distribution to be made in accordance with such Participant's election filed with the Committee for such Account during the Election Period for the Plan Year to which such Account relates.
When Units credited to an Account maintained by an Employer for a
Participant become distributable, such Units shall be canceled and the Employer
maintaining such Account shall deliver or cause to be delivered to the
distributee a stock certificate evidencing the ownership of one share of Company
common stock for each Unit so canceled; provided, however, that if the rules of
any stock exchange or stock market on which shares of Company common stock are
listed require Company stockholder approval of the Plan as a prerequisite for
listing on such stock exchange or stock market the shares of Company common
stock deliverable under the Plan, then, unless and until such stockholder
approval is obtained, all shares of Company common stock delivered pursuant to
the Plan shall be either (i) shares of Company common stock acquired by the
Company (or a trustee acting on behalf of the Company) in the open market, or
(ii) treasury shares of Company common stock issued by the Company to the
distributee (or to a trustee acting on behalf of the Company for the purposes of
the Plan). When an amount credited as a dollar amount to an Account maintained
by an Employer for a Participant becomes distributable, such amount shall be
paid by such Employer to the distributee in cash and charged against such
Account. If the amount credited to an Account is paid in installments over a
period of years, the provisions of Plan Sections 3.3 and 3.4 shall continue to
apply to the amount credited to such Account from time to time. An Employer
making a payment or causing shares of Company common stock to be delivered to or
with respect to a Participant pursuant to this Plan shall withhold from any such
payment or delivery and shall remit to the
appropriate governmental authority, any income, employment or other tax such Employer is required by applicable law to so withhold from and remit on behalf of the payee.
Section 3.6 Designation of Beneficiaries. Any amount payable under this Plan after the death of a Participant shall be paid when otherwise due hereunder to the beneficiary or beneficiaries designated by such Participant. Such designation of beneficiary or beneficiaries shall be made in writing on a form prescribed by and filed with the Committee and shall remain in effect until changed by such Participant by the filing of a new beneficiary designation form with the Committee. If a Participant fails to so designate a beneficiary, or in the event all of the designated beneficiaries are individuals who predecease the Participant, any remaining amount payable under this Plan shall be paid when otherwise due hereunder to such Participant's surviving spouse, if any but if none, then to the Participant's estate.
Section 3.7 Hardship Distributions. If a Participant who is fully
vested in the amount credited to his or her Company Matching Account under the
401(k) Plan encounters an unanticipated severe financial emergency which is
caused by an event or series of events beyond the control of such Participant
and which has or will result in a severe financial hardship to such Participant
if he or she does not receive an early distribution from an Account being
maintained for such Participant under this Plan, the Committee in its absolute
discretion may direct the Employer maintaining such Account to pay to such
Participant in cash and charge against such Account such portion of the amount
then credited to such Account (including, if appropriate, the entire balance
thereof) as the Committee shall determine to be necessary to alleviate the
severe financial hardship of such Participant. No distribution shall be made to
a Participant pursuant to this Plan Section 3.7 unless such Participant requests
such a distribution in writing and provides to the Committee such information
and documentation with respect to his or her financial emergency and hardship as
may be requested by the Committee.
Section 3.8 Matching Account Forfeiture. Any provision of this Plan to the contrary notwithstanding, if the Committee in its absolute discretion determines that a Participant's employment with an Employer or Affiliated Company was terminated either (i) by discharge by such Employer or Affiliated Company for cause, or (ii) by such Participant's quitting to render services to, become employed by or otherwise directly or indirectly participate or engage in the financing or conduct of any business which competes with a business conducted by such Employer or Affiliated Company in an area where such business is then being conducted by such Employer or Affiliated Company, such Participant shall thereupon forfeit the entire amount credited to each Matching Account maintained by an Employer for such Participant.
ARTICLE IV.
AMENDMENT AND TERMINATION
Section 4.1 Amendment and Termination. The Board of Directors of the Company shall have the right and power at any time and from time to time to amend this Plan, in whole or in part, on behalf of all Employers, and at any time to terminate this Plan or any Employer's participation hereunder; provided, however, that no such amendment or termination shall reduce the amounts actually credited to a Participant's Accounts as of the date of such amendment or termination, or further defer the dates for the payment of such amounts, without the consent of the affected Participant. Any amendment to or termination of this Plan shall be made by or pursuant to a resolution duly adopted by the Board of Directors of the Company, and shall be evidenced by such resolution or by a written instrument executed by such person as the Board of Directors of the Company shall authorize for such purpose.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.1 Nature of Plan and Rights. This Plan is unfunded and maintained by the Employers primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Employers. The Units credited and Accounts maintained under this Plan are fictional devices used solely for the accounting purposes of this Plan to determine an amount of money to be paid and a number of shares of Company common stock to be delivered by an Employer to a Participant pursuant to this Plan, and shall not be deemed or construed to create a trust fund or security interest of any kind for or to grant a property interest of any kind to any Participant, designated beneficiary or estate. The amounts credited by an Employer to Accounts maintained under this Plan are and for all purposes shall continue to be a part of the general liabilities of such Employer, and to the extent that a Participant, designated beneficiary or estate acquires a right to receive a payment from such Employer pursuant to this Plan, such right shall be no greater than the right of any unsecured general creditor of such Employer.
Section 5.2 Spendthrift Provision. No Account balance or other right or interest under this Plan of a Participant, designated beneficiary or estate may be assigned, transferred or alienated, in whole or in part, either directly or by operation of law, and no such balance, right or interest shall be liable for or subject to any debt, obligation or liability of such Participant, designated beneficiary or estate.
Section 5.3 Employment Noncontractual. The establishment of this Plan shall not enlarge or otherwise affect the terms of any Participant's employment with an Employer, and such Employer may terminate the employment of such Participant as freely and with the same effect as if this Plan had not been established.
Section 5.4 Adoption by Other Employers. This Plan may be adopted by any Employer participating in the 401(k) Plan, such adoption to be effective as of the date specified by such Employer at the time of adoption.
Section 5.5 Claims Procedure. If any person (hereinafter called the "Claimant") feels that he or she is being denied a benefit to which he or she is entitled under this Plan, such Claimant may file a written claim for said benefit with the Committee. Within sixty days following the receipt of such claim the Committee shall determine and notify the Claimant as to whether he or she is entitled to such benefit. Such notification shall be in writing and, if denying the claim for benefit, shall set forth the specific reason or reasons for the denial, make specific reference to the pertinent provisions of this Plan, and advise the Claimant that he or she may, within sixty days following the receipt of such notice, in writing request to appear before the Committee or its designated representative for a hearing to review such denial. Any such hearing shall be scheduled at the mutual convenience of the Committee or its designated representative and the Claimant, and at any such hearing the Claimant and/or his or her duly authorized representative may examine any relevant documents and present evidence and arguments to support the granting of the benefit being claimed. The final decision of the Committee with respect to the claim being reviewed shall be made within sixty days following the hearing thereon, and Committee shall in writing notify the Claimant of said final decision, again specifying the reasons therefor and the pertinent provisions of this Plan upon which said final decision is based. The final decision of the Committee shall be conclusive and binding upon all parties having or claiming to have an interest in the matter being reviewed.
Section 5.6 Applicable Law. This Plan shall be governed and construed in accordance with the internal laws (and not the principles relating to conflicts of laws) of the State of Texas, except where superseded by federal law.
IN WITNESS WHEREOF, this Plan has been executed by the Company on behalf of all Employers on this 31st day of December, 2000, to be effective as of January 1, 2001.
NOBLE DRILLING CORPORATION
By /s/ Robert D. Campbell ------------------------------------- Title: President |
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 3, 2000 relating to the consolidated financial statements, which appears in Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1999.
We also consent to the incorporation by reference in this Registration Statement of our report dated June 19, 2000 relating to the financial statements of the Noble Drilling Corporation 401(k) Savings Plan, which appears in Amendment No. 1 to Noble Drilling Corporation's Annual Report on Form 10-K/A for the year ended December 31, 1999.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
January 18, 2001