þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Cayman Islands | 98-0366361 | |
(State or other jurisdiction of incorporation or organization ) | (I.R.S. employer identification number) |
Title of each class | Name of each exchange on which registered | |
Ordinary Shares, Par Value $.10 Per Share | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller Reporting Company o |
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Exhibit 10.26 | ||||||||
Exhibit 10.27 | ||||||||
Exhibit 10.28 | ||||||||
Exhibit 10.29 | ||||||||
Exhibit 10.30 | ||||||||
Exhibit 10.31 | ||||||||
Exhibit 10.32 | ||||||||
Exhibit 10.33 | ||||||||
Exhibit 10.34 | ||||||||
Exhibit 10.35 | ||||||||
Exhibit 10.36 | ||||||||
Exhibit 10.37 | ||||||||
Exhibit 10.38 | ||||||||
Exhibit 10.39 | ||||||||
Exhibit 10.40 | ||||||||
Exhibit 21.1 | ||||||||
Exhibit 23.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
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51
52
53
54
55
56
57
58
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60
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65
66
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79
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81
82
83
84
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98
99
100
101
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Water
Drilling
Depth
Depth
Year Built
Rating
Capacity
Name
Make
or Rebuilt
(1)
(feet)
(feet)
Location
Status
(2)
Noble EVA-4000 - DP
2006 R
9,200
30,000
Brazil
Active
Noble EVA-4000
1998R/2007M
6,000
30,000
U.S. Gulf of Mexico
Active
Noble EVA-4000
1999R/2008M
8,000
32,500
U.S. Gulf of Mexico
Active
Noble EVA-4000
1999R/2006M
6,000
30,000
U.S. Gulf of Mexico
Active
Noble EVA-4000
1999 R
7,000
30,000
Mexico
Active
F&G 9500 Enhanced Pacesetter
2004 R
6,000
30,000
Cote dIvorie
Active
Pentagone 85
2003 R
4,000
25,000
U.S. Gulf of Mexico
Active
Pentagone 85
2004 R
4,000
25,000
Brazil
Active
Offshore Co. SCP III Mark 2
2000 R
1,500
25,000
U.K.
Active
F&G 9500 Enhanced Pacesetter
2007 R/M
10,000
35,000
U.S. Gulf of Mexico
Active
F&G 9500 Enhanced Pacesetter - DP
2008 N
10,000
35,000
China
Shipyard/Contracted
Bingo 9000 - DP
2009 N
12,000
35,000
Singapore
Shipyard/Contracted
Bingo 9000 - DP
2009 N
12,000
35,000
Singapore
Shipyard/Contracted
NAM Nedlloyd - C
2005 R
7,200
25,000
Brazil
Shipyard/Contracted
Gusto Engineering Pelican Class
2002 R
5,600
20,000
Brazil
Active
Gusto Engineering Pelican Class
1997 R
4,900
20,000
Brazil
Active
Globetrotter Class
2011 N
10,000
30,000
China
Shipyard
MLT Class 84 - E.R.C.
1997 R
390
25,000
Mexico
Active
MLT Class 84 - E.R.C.
1995 R
390
25,000
Mexico
Active
MLT Class 53 - E.R.C.
1998 R
390
25,000
Mexico
Active
Baker Marine Europe Class
2001 R
390
25,000
U.K.
Active
CFEM T-2005-C
2005 R
360
30,000
The Netherlands
Active
Baker Marine BMC 300
1993 R
300
25,000
Mexico
Active
CFEM T-2005-C
1982
300
30,000
Denmark
Active
F&G L-780 MOD II
1998 R
300
25,000
Mexico
Active
F&G L-780 MOD II
2003 R
300
25,000
Nigeria
Active
F&G L-780 MOD II
1998 R
300
25,000
Qatar
Active
F&G L-780 MOD II
1995 R
300
25,000
Nigeria
Active
F&G L-780 MOD II
1995 R
300
25,000
India
Active
F&G L-780 MOD II
2002 R
300
25,000
Qatar
Active
Levingston Class 111-C
2004 R
300
30,000
U.A.E.
Active
Levingston Class 111-C
1997 R
300
25,000
Mexico
Active
Levingston Class 111-C
2003 R
300
25,000
India
Active
Levingston Class 111-C
1982
300
25,000
Mexico
Active
Levingston Class 111-C
1996 R
300
20,000
Mexico
Active
Levingston Class 111-C
1995 R
300
25,000
Mexico
Active
Levingston Class 111-C
2001 R
300
25,000
Qatar
Active
Levingston Class 111-C
2005 R
300
25,000
U.A.E.
Active
Modec 300C-38
2004 R
300
25,000
U.A.E.
Shipyard/Contracted
Modec 300C-38
2004 R
300
25,000
Qatar
Active
Modec 300C-38
1998 R
300
25,000
Qatar
Active
MLT Class 116-C
1980
300
25,000
India
Active
MLT Class 116-C
1979
300
25,000
U.A.E.
Active
MLT Class 82-SD-C
2001 R
280
20,000
Qatar
Active
MLT Class 82-SD-C
1999 R
250
20,000
Mexico
Active
MLT Class 82-SD-C
1982
250
25,000
Mexico
Active
MLT Class 82-SD-C
2003 R
250
20,000
Nigeria
Active
MLT Class 82-SD-C
1990 R
250
20,000
Nigeria
Active
MLT Class 82-C
2003 R
250
20,000
Mexico
Active
MLT Class 82-C
1996 R
250
20,000
Qatar
Active
NAM Nedlloyd-C
1981
250
25,000
The Netherlands
Active
MSC/CJ-46
1982
250
25,000
U.K.
Active
MSC/CJ-46
1982
250
25,000
The Netherlands
Active
MSC/CJ-46
1982
250
25,000
The Netherlands
Active
Baker Marine BMC 150
2004 R
150
20,000
U.A.E.
Shipyard
Baker Marine BMC 150-SD
1992 R
150
20,000
Benin
Active
Baker Marine BMC 150
2006 R
150
20,000
U.A.E.
Active
F&G JU-2000E
2007
400
30,000
Qatar
Active
F&G JU-2000E
2008
400
30,000
U.K
Shipyard/Contracted
F&G JU-2000E
2009 N
400
30,000
China
Shipyard/Contracted
Pace Marine 85G
2006 R
70
25,000
U.S. Gulf of Mexico
Active
Pace Marine 85G
2007 R
70
25,000
U.S. Gulf of Mexico
Active
Transworld
1998 R
70
25,000
U.S. Gulf of Mexico
Cold Stacked
Table of Contents
1.
2.
3.
4.
5.
6.
7.
8.
Table of Contents
ITEM 5.
Dividends
High
Low
Declared and Paid
$
42.96
$
20.62
$
0.04
65.78
41.27
0.04
67.98
50.49
0.79
57.01
42.11
0.04
$
57.64
$
46.21
$
0.04
54.29
43.48
0.04
49.52
39.19
0.02
40.78
33.81
0.02
Table of Contents
(1)
(2)
(3)
(4)
Table of Contents
INDEXED RETURNS
Years Ending December 31,
Company Name / Index
2003
2004
2005
2006
2007
2008
$
100.00
$
139.02
$
197.45
$
213.64
$
317.89
$
126.39
100.00
110.88
116.33
134.70
142.10
89.53
100.00
135.40
205.46
233.14
337.92
137.55
Table of Contents
Year Ended December 31,
2008
2007
2006
2005
2004
(In thousands, except per share amounts)
$
3,446,501
$
2,995,311
$
2,100,239
$
1,382,137
$
1,066,231
1,560,995
1,206,011
731,866
296,696
146,086
5.90
4.52
2.69
1.09
0.55
5.85
4.48
2.66
1.08
0.55
$
513,311
$
161,058
$
61,710
$
166,302
$
191,578
5,642,549
4,795,916
3,858,393
2,999,019
2,743,620
7,102,331
5,876,006
4,585,914
4,346,367
3,307,973
750,789
774,182
684,469
1,129,325
503,288
923,487
784,516
694,098
1,138,297
511,649
5,290,715
4,308,322
3,228,993
2,731,734
2,384,434
$
1,888,192
$
1,414,373
$
988,715
$
529,010
$
332,221
(1,129,293
)
(1,223,873
)
(349,910
)
(1,147,411
)
(297,423
)
(406,646
)
(91,152
)
(698,940
)
681,456
(38,575
)
1,231,321
1,287,043
1,122,061
545,095
333,989
561,348
367,419
143,720
263,120
211,117
0.91
0.12
0.08
0.05
(1)
(2)
Table of Contents
ITEM 7.
Table of Contents
Table of Contents
Year Ending December 31,
Total
2009
2010
2011
2012
2013-2016
(In thousands)
$
8,894,000
$
1,794,000
$
2,016,000
$
1,695,000
$
1,167,000
$
2,222,000
2,646,000
1,887,000
577,000
182,000
$
11,540,000
$
3,681,000
$
2,593,000
$
1,877,000
$
1,167,000
$
2,222,000
79
%
40
%
24
%
13
%
7
%
(1)
(2)
(3)
(4)
(5)
Table of Contents
Table of Contents
Average Rig
Utilization(1)
Operating Days(2)
Average Dayrates
%
%
2008
2007
2008
2007
Change
2008
2007
Change
92
%
97
%
13,879
14,294
-3
%
$
148,532
$
120,229
24
%
96
%
99
%
2,466
2,358
5
%
327,558
274,613
19
%
100
%
89
%
1,098
971
13
%
220,475
177,790
24
%
67
%
89
%
732
970
-25
%
201,819
119,669
69
%
66
%
73
%
729
802
-9
%
54,106
74,171
-27
%
90
%
95
%
18,904
19,395
-3
%
$
174,506
$
139,948
25
%
(1)
(2)
(3)
(4)
Table of Contents
Change
2008
2007
$
%
$
3,298,850
$
2,714,250
$
584,600
22
%
76,099
83,944
(7,845
)
-9
%
1,275
1,326
(51
)
-4
%
$
3,376,224
$
2,799,520
$
576,704
21
%
$
1,011,882
$
880,049
$
131,833
15
%
65,251
70,964
(5,713
)
-8
%
349,448
283,225
66,223
23
%
72,381
83,695
(11,314
)
-14
%
10,000
(3,514
)
13,514
**
1,508,962
1,314,419
194,543
15
%
$
1,867,262
$
1,485,101
$
382,161
26
%
(1)
Table of Contents
Change
2008
2007
$
%
$
55,078
$
156,508
$
(101,430
)
-65
%
14,750
37,297
(22,547
)
-60
%
449
1,986
(1,537
)
-77
%
$
70,277
$
195,791
$
(125,514
)
-64
%
$
42,573
$
125,624
$
(83,051
)
-66
%
14,076
34,988
(20,912
)
-60
%
17,520
(17,520
)
-100
%
7,210
9,762
(2,552
)
-26
%
1,762
2,136
(374
)
-18
%
(36,485
)
(36,485
)
100
%
29,136
190,030
(160,894
)
-85
%
$
41,141
$
5,761
$
35,380
614
%
(1)
Table of Contents
Average Rig
Utilization (1)
Operating Days (2)
Average Dayrate
2007
2006
2007
2006
2007
2006
97
%
97
%
14,294
14,147
$
120,229
$
76,450
99
%
100
%
2,358
2,190
274,613
229,025
89
%
85
%
971
930
177,790
142,522
89
%
100
%
970
1,095
119,669
99,795
73
%
84
%
802
925
74,171
67,452
95
%
96
%
19,395
19,287
$
139,948
$
97,837
(1)
(2)
(3)
(4)
Table of Contents
Operating Costs
Operating Revenues
and Expenses
2007
2006
2007
2006
(In thousands)
$
2,714,250
$
1,886,987
$
880,049
$
696,264
83,944
68,141
70,964
57,158
1,326
1,380
N/A
N/A
283,225
248,800
N/A
N/A
83,695
41,986
(3,514
)
(10,704
)
$
2,799,520
$
1,956,508
$
1,314,419
$
1,033,504
(1)
Table of Contents
Operating Costs
Operating Revenues
and Expenses
2007
2006
2007
2006
(In thousands)
$
156,508
$
111,201
$
125,624
$
91,353
1,986
8,317
17,520
16,779
37,297
24,213
34,988
22,362
N/A
N/A
9,762
4,525
N/A
N/A
2,136
4,286
$
195,791
$
143,731
$
190,030
$
139,305
(1)
Table of Contents
Table of Contents
Total Number
Average
Year Ended
of Shares
Total Cost
Price Paid
December 31,
Purchased
(in thousands)
per Share
7,965,109
$
331,514
$
41.62
4,219,000
178,494
42.31
7,600,000
267,021
35.13
Table of Contents
Table of Contents
Payments Due by Period
Total
2009
2010
2011
2012
2013
Thereafter
$
923,487
$
172,698
$
$
$
$
299,837
$
450,952
330,515
53,410
51,190
51,190
51,190
40,908
82,627
22,108
7,764
6,046
3,059
477
228
4,534
11,687
6,699
267
766
284
413
3,258
1,222,875
824,848
255,794
142,233
$
2,510,672
$
1,065,419
$
313,297
$
197,248
$
51,951
$
341,386
$
541,371
(1)
Table of Contents
Amount of Commitment Expiration per Period
Total
2009
2010
2011
2012
2013
Thereafter
$
150,223
$
137,099
$
7,570
$
5,554
$
$
$
301,282
133,692
41,182
107,167
19,241
$
451,505
$
270,791
$
48,752
$
112,721
$
19,241
$
$
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Page
42
43
44
45
46
47
48
Table of Contents
February 27, 2009
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Restricted
Accumulated
Capital
Stock
Other
Total
Ordinary
in Excess
Retained
(Unearned
Comprehensive
Shareholders
Shares
Par Value
of Par Value
Earnings
Compensation)
Loss
Equity
274,018
$
27,402
$
1,010,769
$
1,736,015
$
(17,099
)
$
(25,353
)
$
2,731,734
(17,099
)
17,099
1,322
132
22,169
22,301
152
16
5,676
5,692
1,506
150
23,323
23,473
(202
)
(20
)
(2,267
)
(2,287
)
(7,612
)
(762
)
(266,676
)
(267,438
)
731,866
731,866
(21,825
)
(21,825
)
(24,240
)
(24,240
)
29,717
29,717
269,184
$
26,918
$
775,895
$
2,446,056
$
$
(19,876
)
$
3,228,993
1,300
130
35,818
35,948
90
9
3,769
3,778
2,592
259
47,066
47,325
7,477
7,477
(724
)
(72
)
(8,258
)
(8,330
)
(4,219
)
(422
)
(178,070
)
(178,492
)
1,206,011
1,206,011
(32,197
)
(32,197
)
(17,000
)
(17,000
)
14,809
14,809
268,223
$
26,822
$
683,697
$
3,602,870
$
$
(5,067
)
$
4,308,322
1,176
117
35,782
35,899
10
1
629
630
1,008
102
19,339
19,441
3,467
3,467
(553
)
(56
)
(10,081
)
(10,137
)
(7,965
)
(796
)
(330,718
)
(331,514
)
1,560,995
1,560,995
(244,198
)
(244,198
)
(52,190
)
(52,190
)
261,899
$
26,190
$
402,115
$
4,919,667
$
$
(57,257
)
$
5,290,715
Table of Contents
Year Ended December 31,
2008
2007
2006
$
1,560,995
$
1,206,011
$
731,866
(19,095
)
3,664
2,591
20,003
(2,219
)
(998
)
4,614
2,509
(31,806
)
10,479
930
1,664
(52,190
)
14,809
29,717
$
1,508,805
$
1,220,820
$
761,583
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Year Ended December 31,
2008
2007
2006
264,782
266,700
271,834
2,023
2,630
2,922
266,805
269,330
274,756
$
1,560,995
$
1,206,011
$
731,866
$
5.90
$
4.52
$
2.69
$
5.85
$
4.48
$
2.66
Table of Contents
Year Ended December 31,
2008
2007
2006
$
3,014
$
12,843
$
16,124
$
258,392
$
213,986
$
167,523
Table of Contents
December 31,
2008
2007
$
$
100,000
149,998
149,987
299,837
299,800
249,257
201,695
201,695
22,700
33,034
923,487
784,516
172,698
10,334
$
750,789
$
774,182
Table of Contents
2009
2010
2011
2012
2013
Thereafter
Total
$
$
$
$
$
$
$
149,998
149,998
299,837
299,837
249,257
249,257
201,695
201,695
22,700
22,700
$
172,698
$
$
$
$
299,837
$
450,952
$
923,487
Table of Contents
December 31, 2008
December 31, 2007
Carrying
Estimated
Carrying
Estimated
Value
Fair Value
Value
Fair Value
$
$
$
100,000
$
100,000
149,998
149,185
149,987
153,188
299,837
294,495
299,800
303,867
249,257
249,838
201,695
196,991
201,695
217,936
22,700
22,700
33,034
33,034
Total Number
Average
Year Ended
of Shares
Price Paid
December 31,
Purchased
Total Cost
per Share
7,965,109
$
331,514
$
41.62
4,219,000
178,494
42.31
7,600,000
267,021
35.13
Table of Contents
2008
2007
2006
Number of
Weighted
Number of
Weighted
Number of
Weighted
Shares
Average
Shares
Average
Shares
Average
Underlying
Exercise
Underlying
Exercise
Underlying
Exercise
Options
Price
Options
Price
Options
Price
4,397,773
$
21.28
6,827,376
$
19.71
7,984,016
$
18.07
168,277
43.01
215,370
35.76
456,436
36.32
(1,007,750
)
19.29
(2,591,861
)
18.26
(1,505,180
)
15.60
(4,301
)
24.07
(53,112
)
26.20
(107,896
)
26.09
3,553,999
22.84
4,397,773
21.28
6,827,376
19.71
3,232,260
$
21.25
4,102,891
$
20.44
5,913,296
$
18.19
(1)
(2)
Table of Contents
Options Outstanding
Options Exercisable
Weighted
Average
Weighted
Weighted
Range of Exercise
Number
Remaining
Average
Number
Average
Prices
Outstanding
Life (Years)
Exercise Price
Exercisable
Exercise Price
$7.01 to $14.16
222,502
0.8
$
10.61
222,502
$
10.61
14.17 to 24.40
2,003,461
3.2
17.95
2,003,461
17.95
24.41 to 34.62
732,614
6.5
27.15
699,280
26.95
34.63 to 43.01
595,422
8.0
38.57
307,017
37.56
$7.01 to $43.01
3,553,999
4.5
$
22.84
3,232,260
$
21.25
December 31,
2008
2007
2006
$
16.00
$
13.11
$
11.84
5
5
5
35.6
%
34.3
%
34.0
%
0.4
%
0.2
%
0.2
%
2.9
%
4.8
%
4.6
%
Shares
Weighted-Average
Under Outstanding
Grant-Date
Options
Fair Value
294,882
$
10.99
168,277
16.00
(117,308
)
9.96
(24,112
)
15.05
321,739
$
13.74
Table of Contents
2008
2007
2006
40.9
%
32.0
%
29.9
%
0.5
%
0.2
%
0.2
%
2.2
%
4.8
%
4.8
%
2008
2007
2006
752,160
688,513
1,123,566
$
43.18
$
37.52
$
37.30
3.0
3.0
3.3
348,758
563,068
193,552
$
43.92
$
35.79
$
37.93
2010
2009
2008
$
24.26
$
13.63
$
13.84
Table of Contents
Weighted-
Weighted-
Time-Vested
Average
Performance-Vested
Average
Restricted
Award-Date
Restricted Shares
Award-Date
Shares Outstanding
Fair Value
Outstanding (1)
Fair Value
1,364,996
$
37.13
716,250
$
12.36
752,160
43.18
348,758
24.26
(524,802
)
36.81
(233,435
)
11.33
(158,121
)
41.69
(153,784
)
13.57
1,434,233
$
39.92
677,789
$
18.57
(1)
Table of Contents
December 31,
2008
2007
2006
$
(12,469
)
$
6,626
$
2,962
2,219
3,217
(44,788
)
(13,912
)
(26,055
)
$
(57,257
)
$
(5,067
)
$
(19,876
)
Table of Contents
December 31,
2008
2007
$
$
5,805
2,305
7,358
25,836
18,913
1,976
2,126
290
41,265
23,344
$
41,265
$
23,344
$
(299,157
)
$
(259,459
)
(1,431
)
(7,126
)
(3,075
)
$
(306,283
)
$
(263,965
)
$
(265,018
)
$
(240,621
)
Year Ended December 31,
2008
2007
2006
$
745,276
$
612,348
$
455,960
1,167,182
876,554
465,327
$
1,912,458
$
1,488,902
$
921,287
Year Ended December 31,
2008
2007
2006
$
215,412
$
173,138
$
136,493
86,339
89,244
48,791
47,307
12,891
3,144
2,405
7,618
993
$
351,463
$
282,891
$
189,421
Table of Contents
2008
2007
$
68,096
$
34,910
35,975
30,949
3,238
(4,810
)
(220
)
(1,165
)
(1,001
)
97,876
68,096
(4,776
)
(6,943
)
$
93,100
$
61,153
(1)
Table of Contents
Table of Contents
Year Ended December 31,
2008
2007
Non-U.S.
U.S.
Non-U.S.
U.S.
$
88,593
$
100,852
$
76,562
$
104,817
3,883
6,295
4,807
6,660
4,701
6,458
4,147
5,977
(13,551
)
5,678
2,355
(4,025
)
867
(2,013
)
(2,920
)
(2,642
)
(13,444
)
355
502
(12,458
)
2,862
(1,993
)
$
67,517
$
116,363
$
88,593
$
100,852
Year Ended December 31,
2008
2007
Non-U.S.
U.S.
Non-U.S.
U.S.
$
115,732
$
116,300
$
82,015
$
86,382
(8,780
)
(34,473
)
10,269
11,709
6,798
14,641
22,580
31,653
(2,013
)
(2,920
)
(2,642
)
(13,444
)
355
502
(16,160
)
3,008
$
95,932
$
93,548
$
115,732
$
116,300
December 31,
2008
2007
Non-U.S.
U.S.
Non-U.S.
U.S.
$
28,415
$
(22,815
)
$
27,139
$
15,448
Table of Contents
December 31,
2008
2007
Non-U.S.
U.S.
Non-U.S.
U.S.
$
29,110
$
3,231
$
27,167
$
24,037
(258
)
(283
)
(695
)
(25,788
)
(28
)
(8,306
)
$
28,415
$
(22,815
)
$
27,139
$
15,448
December 31,
2008
2007
Non-U.S.
U.S.
Non-U.S.
U.S.
$
6,668
$
59,236
$
6,742
$
10,493
2,107
2,498
223
852
(1,976
)
(21,470
)
(2,126
)
(4,547
)
$
4,915
$
39,873
$
5,468
$
8,444
Year Ended December 31,
2008
2007
2006
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
$
3,883
$
6,295
$
4,807
$
6,660
$
3,103
$
5,427
4,545
6,459
4,147
5,977
3,268
4,947
(6,642
)
(8,909
)
(5,251
)
(6,599
)
(3,598
)
(5,796
)
4,993
(21
)
391
397
336
624
162
156
349
323
1,520
257
1,376
(1,993
)
$
396
$
4,585
$
4,188
$
12,948
$
3,186
$
6,290
Table of Contents
December 31,
2008
2007
Non-U.S.
U.S.
Non-U.S.
U.S.
$
67,517
$
116,363
$
88,593
$
100,852
65,281
83,892
84,003
70,275
95,932
93,548
115,732
116,300
December 31,
2008
2007
Non-U.S.
U.S.
Non-U.S.
U.S.
$
4,190
$
101,138
$
3,922
$
8,589
3,495
75,092
3,894
December 31,
2008
2007
Non-U.S.
U.S.
Non-U.S.
U.S.
$
3,912
$
3,270
$
$
3,438
3,495
Table of Contents
December 31,
2008
2007
Non-U.S.
U.S.
Non-U.S.
U.S.
5.8%-6.7
%
5.8%-6.0
%
5.1%-5.3
%
6.5
%
4.0
%
5.0
%
3.9
%
5.0
%
December 31,
2008
2007
2006
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
U.S.
5.3%-6.70
%
6.5
%
4.5%-6.0
%
5.8%-6.0
%
4.5%-5.1
%
5.5
%
4.5%-6.5
%
7.8
%
3.8%-6.5
%
7.8
%
3.8%-6.3
%
7.8
%
3.9%-4.0
%
5.0
%
3.9%-4.2
%
5.0
%
3.9
%
5.0
%
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
December 31,
2008
2007
Target
Allocation
Actual
Actual
or Range
Allocation
Assets
Allocation
Assets
65
%
63
%
$
59,005
67
%
$
78,237
32
%
34
%
31,663
31
%
35,423
3
%
3
%
2,880
2
%
2,640
100
%
100
%
$
93,548
100
%
$
116,300
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
December 31,
2008
2007
Actual
Actual
Allocation
Assets
Allocation
Assets
30
%
$
29,043
42
%
$
48,435
66
%
63,393
58
%
67,232
1
65
4
%
3,495
100
%
$
95,932
100
%
$
115,732
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
2008
2007
2006
$
2,219
$
3,217
$
(3,906
)
(2,219
)
(2,954
)
1,397
1,956
3,217
2,509
$
$
2,219
$
3,217
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
December 31, 2008
December 31, 2007
Estimated Fair Value
Measurements
Quoted
Significant
Prices in
Other
Significant
Active
Observable
Unobservable
Carrying
Markets
Inputs
Inputs
Carrying
Estimated
Amount
(Level 1)
(Level 2)
(Level 3)
Amount
Fair Value
$
7,104
$
7,104
$
$
$
$
$
5,418
$
$
5,418
$
$
2,219
$
2,219
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
Contract Drilling
Services
Other
Total
$
3,376,224
$
70,277
$
3,446,501
349,448
7,210
356,658
1,867,262
41,141
1,908,403
3,897
491
4,388
350,305
1,158
351,463
1,519,980
41,015
1,560,995
6,530,098
572,233
7,102,331
1,183,138
48,184
1,231,322
$
2,799,520
$
195,791
$
2,995,311
283,225
9,762
292,987
1,485,101
5,761
1,490,862
4,484
8,627
13,111
287,128
(4,237
)
282,891
1,194,826
11,185
1,206,011
5,514,337
361,669
5,876,006
1,222,360
64,683
1,287,043
$
1,956,508
$
143,731
$
2,100,239
248,800
4,525
253,325
923,004
4,426
927,430
4,066
12,101
16,167
187,428
1,993
189,421
732,191
(325
)
731,866
4,139,945
445,969
4,585,914
1,035,449
86,612
1,122,061
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
Revenues
Identifiable Assets
Year Ended December 31,
As of December 31,
2008
2007
2006
2008
2007
2006
$
676,225
$
671,482
$
557,851
$
2,045,968
$
1,963,608
$
1,571,887
268,778
221,498
174,430
843,987
582,480
608,184
37,953
36,039
34,026
21,040
22,613
20,562
797,854
646,995
530,038
69,417
72,650
27,947
24,377
41,662
41,760
115,669
30,693
10,719
257,087
31,727
28,065
80,669
76,209
40,147
107,911
83,576
70,066
678,001
452,161
269,172
823,462
410,645
289,072
304,844
402,130
272,961
136,545
417,647
366,960
438,754
322,708
212,227
481,724
472,679
358,313
905,107
467,678
175,926
303,313
235,595
169,003
69,837
98,233
136,360
186,601
144,444
108,226
243,640
351,989
201,522
285,902
329,702
211,412
343,792
284,474
177,917
375
12,118
9,282
$
3,446,501
$
2,995,311
$
2,100,239
$
7,102,331
$
5,876,006
$
4,585,914
(1)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share amounts.)
Quarter Ended
March 31
June 30
Sept. 30
Dec. 31
$
861,425
$
812,941
$
861,981
$
910,154
466,503
460,145
467,650
514,105
384,188
375,718
382,522
418,567
1.44
1.41
1.44
1.60
1.43
1.40
1.43
1.59
Quarter Ended
March 31
June 30
Sept. 30
Dec. 31
$
646,424
$
725,999
$
791,276
$
831,612
311,301
361,007
393,719
424,835
250,320
290,031
318,280
347,380
0.94
1.09
1.19
1.30
0.93
1.08
1.18
1.29
(1)
Table of Contents
CONSOLIDATING BALANCE SHEET
December 31, 2008
(In thousands)
Table of Contents
CONSOLIDATING BALANCE SHEET
December 31, 2007
(In thousands)
Table of Contents
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2008
(In thousands)
Table of Contents
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2007
(In thousands)
Table of Contents
CONSOLIDATING STATEMENT OF INCOME
Year Ended December 31, 2006
(In thousands)
Table of Contents
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2008
(In thousands)
Table of Contents
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2007
(In thousands)
Table of Contents
CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2006
(In thousands)
Table of Contents
ITEM 9.
Table of Contents
Name
Age
Position
51
Chairman of the Board, President and Chief Executive Officer
52
Executive Vice President and Corporate Secretary
48
Senior Vice President, Chief Financial Officer, Treasurer and Controller
45
Senior Vice President and General Counsel
Table of Contents
ITEM 12.
ITEM 13.
(a)
(1)
(2)
(3)
Table of Contents
NOBLE CORPORATION
Date: February 27, 2009
By:
/s/ DAVID W. WILLIAMS
David W. Williams, Chairman of the Board,
President and Chief Executive Officer
Signature
Capacity In Which Signed
Date
Chairman of the Board, President and
February 27, 2009
Chief Executive Officer
(Principal Executive Officer)
Senior Vice President, Chief Financial
February 27, 2009
Officer, Treasurer and
Controller
(Principal Financial and Accounting
Officer)
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Director
February 27, 2009
Table of Contents
Exhibit
Number
Exhibit
2.1
2.2
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
Table of Contents
Exhibit
Number
Exhibit
4.7
4.8
4.9
4.10
4.11
4.12
10.1
*
10.2
*
10.3
*
10.4
*
10.5
*
10.6
*
10.7
*
Table of Contents
Exhibit
Number
Exhibit
10.8
*
10.9
*
10.10
*
10.11
*
10.12
*
10.13
*
10.14
*
10.15
*
10.16
*
10.17
*
10.18
*
10.19
*
10.20
*
Table of Contents
Exhibit
Number
Exhibit
10.21
*
10.22
*
10.23
*
10.24
*
10.25
*
10.26
*
10.27
*
10.28
*
10.29
*
10.30
*
10.31
*
10.32
*
10.33
*
10.34
*
10.35
*
10.36
*
10.37
*
10.38
*
10.39
*
Table of Contents
Exhibit
Number
Exhibit
10.40
*
14.1
21.1
23.1
31.1
31.2
32.1
+
32.2
+
*
+
Exhibit 10.26
The following is a composite copy of the Noble Corporation 1991 Stock Option and Restricted Stock Plan as amended
through December 31, 2008
NOBLE CORPORATION
1991 STOCK OPTION AND RESTRICTED STOCK PLAN
SECTION 1. PURPOSE
The purpose of this Plan is to assist the Company in attracting and retaining, as officers and key employees of the Company and its Affiliates, persons of training, experience and ability and to furnish additional incentive to such persons by encouraging them to become owners of Shares of the Company, by granting to such persons Incentive Options, Nonqualified Options, Restricted Stock, or any combination of the foregoing.
SECTION 2. DEFINITIONS
Unless the context otherwise requires, the following words as used herein shall have the following meanings:
(a) Affiliate means any corporation (other than the Company) in any unbroken chain of corporations (i) beginning with the Company if, at the time of the granting of the Option or award of Restricted Stock, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, or (ii) ending with the Company if, at the time of the granting of the Option or award of Restricted Stock, each of the corporations, other than the Company, owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
(b) Agreement means the written agreement (i) between the Company and the Optionee evidencing the Option and any SARs that relate to such Option granted by the Company and the understanding of the parties with respect thereto or (ii) between the Company and a recipient of Restricted Stock evidencing the restrictions, terms and conditions applicable to such award of Restricted Stock and the understanding of the parties with respect thereto.
(c) Board means the Board of Directors of the Company as the same may be constituted from time to time.
(d) Code means the Internal Revenue Code of 1986, as amended.
(e) Committee means the Committee provided for in Section 3 of the Plan as the same may be constituted from time to time.
(f) Company means Noble Corporation, a Cayman Islands exempted company limited by shares.
1
1
(g) Corporate Transaction shall have the meaning as defined in Section 8 of the Plan.
(h) Disability means the termination of an employees employment with the Company or an Affiliate because of a medically determinable physical or mental impairment (i) that prevents the employee from performing his or her employment duties in a satisfactory manner and is expected either to result in death or to last for a continuous period of not less than twelve months as determined by the Committee, or (ii) for which the employee is eligible to receive disability income benefits under a long-term disability insurance plan maintained by the Company or an Affiliate.
(i) Exchange Act means the Securities Exchange Act of 1934, as amended.
(j) Fair Market Value means if a Share is listed or admitted to trading on a securities exchange registered under the Exchange Act, the Fair Market Value per Share shall be the average of the reported high and low sales price on the date in question (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal securities exchange on which such Share is listed or admitted to trading, or if a Share is not listed or admitted to trading on any such exchange but is listed as a national market security on the National Association of Securities Dealers, Inc. Automated Quotation System (NASDAQ) or any similar system then in use, the Fair Market Value per Share shall be the average of the reported high and low sales price on the date in question (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) on such system, or if a Share is not listed or admitted to trading on any such exchange and is not listed on a national security market on NASDAQ but is quoted on NASDAQ or any similar system then in use, the Fair Market Value per Share shall be the average of the closing high bid and low asked quotations on such system for such Share on the date in question. For purposes of valuing Shares to be made subject to Incentive Options, the Fair Market Value per Share shall be determined without regard to any restriction other than one which, by its terms, will never lapse.
(k) Incentive Option means an Option that is intended to satisfy the requirements of Section 422(b) of the Code and Section 17 of the Plan.
(l) Non-Employee Director means a director of the Company who satisfies the definition thereof under Rule 16b-3 promulgated under the Exchange Act.
(m) Nonqualified Option means an Option that does not qualify as a statutory stock option under Section 422 or 423 of the Code.
(n) Option means an option to purchase one or more Shares granted under and pursuant to the Plan. Such Option may be either an Incentive Option or a Nonqualified Option.
(o) Optionee means a person who has been granted an Option and who has executed an Agreement with the Company.
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(p) Outside Director means a director of the Company who is an outside director within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder.
(q) Plan means this Noble Corporation 1991 Stock Option and Restricted Stock Plan, as amended.
(r) Restricted Stock means Shares issued or transferred pursuant to Section 20 of the Plan.
(s) Retirement means the termination of an employees employment with the Company or an Affiliate for any reason (other than death, Disability or termination on account of fraud, dishonesty or other acts detrimental to the interests of the Company or an Affiliate) on or after the date as of which the sum of such employees age and the number of such employees years of continuous service with the Company and its Affiliates (including continuous service with a predecessor employer that is taken into account pursuant to an acquisition agreement) equals or exceeds 60.
(t) SARs means stock appreciation rights granted pursuant to Section 7 of the Plan.
(u) Securities Act means the Securities Act of 1933, as amended.
(v) Share means a share of the Companys present ordinary shares, par value US$0.10 per share, and any share or shares of capital securities or other securities of the Company hereafter issued or issuable in respect of or in substitution or exchange for each such present share. Such Shares may be unissued or reacquired Shares, as the Board, in its sole and absolute discretion, shall from time to time determine.
(w) Immediate Family Members means the spouse, former spouse, children (including stepchildren) or grandchildren of an individual.
SECTION 3. ADMINISTRATION
The Plan shall be administered by, and the decisions concerning the Plan shall be made solely by, a Committee of two or more directors of the Company, all of whom are (a) Non-Employee Directors and (b) Outside Directors. Each member of the Committee shall be appointed by and shall serve at the pleasure of the Board. The Board shall have the sole continuing authority to appoint members of the Committee. In making grants or awards, the Committee shall take into consideration the contribution the person has made or may make to the success of the Company or its Affiliates and such other considerations as the Board may from time to time specify.
The Committee shall elect one of its members as its chairman and shall hold its meetings at such times and places as it may determine. A majority of the members of the Committee shall constitute a quorum. All decisions and determinations of the Committee shall be made by the majority vote or decision of the members present at any meeting at which a quorum is present; provided, however, that any decision or determination reduced to writing and signed by all members of the Committee shall be as fully effective as if it had been made by a majority vote or decision at a meeting duly called and held. The Committee may appoint a secretary (who need not be a member of the Committee) who shall keep minutes of its meetings. The Committee may make any rules and regulations for the conduct of its business that are not inconsistent with the express provisions of the Plan, the articles of association or memorandum of association of the Company or any resolutions of the Board.
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All questions of interpretation or application of the Plan, or of a grant of an Option and any SARs that relate to such Option or an award of Restricted Stock, including questions of interpretation or application of an Agreement, shall be subject to the determination of the Committee, which determination shall be final and binding upon all parties.
Subject to the express provisions of the Plan, the Committee shall have the authority, in its sole and absolute discretion, (a) to adopt, amend or rescind administrative and interpretive rules and regulations relating to the Plan; (b) to construe the Plan; (c) to make all other determinations necessary or advisable for administering the Plan; (d) to determine the terms and provisions of the respective Agreements (which need not be identical), including provisions defining or otherwise relating to (i) the term and the period or periods and extent of exercisability of the Options, (ii) the extent to which the transferability of Shares issued upon exercise of Options or any SARs that relate to such Options is restricted, (iii) the effect of termination of employment upon the exercisability of the Options, and (iv) the effect of approved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service) upon the exercisability of such Options; (e) subject to Sections 9 and 11 of the Plan, to accelerate, for any reason, regardless of whether the Agreement so provides, the time of exercisability of any Option and any SARs that relate to such Option that have been granted or the time of the lapsing of restrictions on Restricted Stock; (f) to construe the respective Agreements; and (g) to exercise the powers conferred on the Committee under the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem expedient to carry it into effect, and it shall be the sole and final judge of such expediency. The determinations of the Committee or Board, as the case may be, on the matters referred to in this Section 3 shall be final and conclusive.
SECTION 4. SHARES SUBJECT TO THE PLAN
(a) The total number of Shares that may be purchased pursuant to Options, issued or transferred pursuant to the exercise of SARs or awarded as Restricted Stock shall not exceed 20,700,000 in the aggregate, and the total number of shares for which Options and SARs may be granted, and which may be awarded as Restricted Stock, to any one person during any continuous five-year period shall not exceed 1,500,000 in the aggregate; provided that each such maximum number of shares shall be increased or decreased as provided in Section 13 of the Plan.
(b) At any time and from time to time after the Plan takes effect, the Committee, pursuant to the provisions herein set forth, may grant Options and any SARs that relate to such Options and award Restricted Stock until the maximum number of Shares shall be exhausted or the Plan shall be sooner terminated; provided, however, that no Incentive Option and any SARs that relate to such Option shall be granted after January 29, 2007.
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(c) Shares subject to an Option that expires or terminates prior to exercise and Shares that had been previously awarded as Restricted Stock that have since been forfeited shall be available for further grant of Options or award as Restricted Stock. No Option shall be granted and no Restricted Stock shall be awarded if the number of Shares for which Options have been granted and which pursuant to this Section are not again available for Option grant, plus the number of Shares that have been awarded as Restricted Stock, would, if such Option were granted or such Restricted Stock were awarded, exceed 20,700,000.
(d) Any Shares withheld pursuant to Section 19(c) of the Plan shall not be available after such withholding for being optioned or awarded pursuant to the provisions hereof.
SECTION 5. ELIGIBILITY
The persons who shall be eligible to receive grants of Options and any SARs that relate to such Options, and to receive awards of Restricted Stock, shall be regular salaried officers or other employees of the Company or one or more of its Affiliates.
SECTION 6. GRANT OF OPTIONS
(a) From time to time while the Plan is in effect, the Committee may, in its sole and absolute discretion, select from among the persons eligible to receive a grant of Options under the Plan (including persons who have already received such grants of Options) such one or more of them as in the opinion of the Committee should be granted Options. The Committee shall thereupon, likewise in its sole and absolute discretion, determine the number of Shares to be allotted for option to each person so selected.
(b) Each person shall enter into an Agreement with the Company, in such form as the Committee may prescribe, setting forth the terms and conditions of the Option, whereupon such person shall become a participant in the Plan. In the event a person is granted both or one or more Incentive Options and one or more Nonqualified Options, such grants shall be evidenced by separate Agreements, one for each Incentive Option grant and one for each Nonqualified Option grant.
(c) Each Agreement that includes SARs in addition to an Option shall comply with the provisions of Section 7 of the Plan.
SECTION 7. GRANT OF SARS
The Committee may from time to time grant SARs in conjunction with all or any portion of any Option either (i) at the time of the initial Option grant (not including any subsequent modification that may be treated as a new grant of an Incentive Option for purposes of Section 424(h) of the Code) or (ii) with respect to Nonqualified Options, at any time after the initial Option grant while the Nonqualified Option is still outstanding. SARs shall not be granted other than in conjunction with an Option granted hereunder.
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SARs granted hereunder shall comply with the following conditions and also with the terms of the Agreement governing the Option in conjunction with which they are granted:
(a) The SAR shall expire no later than the expiration of the underlying Option.
(b) Upon the exercise of an SAR, the Optionee shall be entitled to receive payment equal to the excess of the aggregate Fair Market Value of the Shares with respect to which the SAR is then being exercised (determined as of the date of such exercise) over the aggregate purchase price of such Shares as provided in the related Option. Payment may be made in Shares, valued at their Fair Market Value on the date of exercise, or in cash, or partly in Shares and partly in cash, as determined by the Committee in its sole and absolute discretion.
(c) SARs shall be exercisable (i) only at such time or times and only to the extent that the Option to which they relate shall be exercisable, (ii) only when the Fair Market Value of the Shares subject to the related Option exceeds the purchase price of the Shares as provided in the related Option, and (iii) only upon surrender of the related Option or any portion thereof with respect to the Shares for which the SARs are then being exercised.
(d) Upon exercise of an SAR, a corresponding number of Shares subject to option under the related Option shall be canceled. Such canceled Shares shall be charged against the Shares reserved for the Plan, as provided in Section 4 of the Plan, as if the Option had been exercised to such extent and shall not be available for future Option grants or Restricted Stock awards hereunder.
SECTION 8. OPTION PRICE
The option price for each Share covered by an Incentive Option or a Nonqualified Option shall be equal to the Fair Market Value of such Share at the time such Option is granted. Notwithstanding the preceding, if the Company or an Affiliate agrees to substitute a new Option under the Plan for an old Option, or to assume an old Option, by reason of a corporate merger, amalgamation, consolidation, acquisition of property or shares, separation, reorganization, or liquidation (any of such events being referred to herein as a Corporate Transaction), the option price of the Shares covered by each such new Option or assumed Option may be other than the Fair Market Value of the Shares at the time the Option is granted as determined by reference to a formula, established at the time of the Corporate Transaction, which will give effect to such substitution or assumption, provided, however, that in all events the requirements of Treas. Reg. §1.424-1 (without regard to the requirement described in §1.424-1(a)(2)) shall be satisfied. In the case of an Incentive Option, in the event of a conflict between the terms of this Section 8 and the above cited statute, regulations and rulings, or in the event of an omission in this Section 8 of a provision required by said laws, the latter shall control in all respects and are hereby incorporated herein by reference as if set out at length.
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SECTION 9. OPTION PERIOD AND TERMS OF EXERCISE
(a) Each Option shall be exercisable during such period of time as the Committee may specify, but in no event for longer than 10 years from the date when the Option is granted; provided, however, that
(i) All rights to exercise an Option and any SARs that relate to such Option shall, subject to the provisions of subsection (b) of this Section 9, terminate six months after the date the Optionee ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, for any reason other than death, Disability or Retirement, except that, in the event of the termination of employment of the Optionee on account of fraud, dishonesty or other acts detrimental to the interests of the Company or an Affiliate, the Option and any SARs that relate to such Option shall thereafter be null and void for all purposes. Employment shall not be deemed to have ceased by reason of the transfer of employment, without interruption of service, between or among the Company and any of its Affiliates.
(ii) If the Optionee ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, by reason of his death, Disability or Retirement, all rights to exercise such Option and any SARs that relate to such Option shall, subject to the provisions of subsection (b) of this Section 9, terminate five years thereafter.
(b) In no event may an Option or any SARs that relate to such Option be exercised after the expiration of the term thereof.
SECTION 10. TRANSFERABILITY OF OPTIONS AND SARS
No Option or any SARs that relate to such Option shall be transferable, other than by will or the laws of descent and distribution, or the rules thereunder, and may be exercised during the life of the Optionee only by the Optionee, except as otherwise provided herein below. Notwithstanding the foregoing, the Committee may, in its discretion, authorize all or a portion of any Nonqualified Options and any related SARs to be granted to an Optionee to be on terms which permit transfer by such Optionee (i) by gift to the Immediate Family Members of such Optionee, partnerships whose only partners are such Optionee or the Immediate Family Members of such Optionee, limited liability companies whose only shareholders or members are such Optionee or the Immediate Family Members of such Optionee, and trusts established solely for the benefit of such Optionee or the Immediate Family Members of such Optionee, or (ii) to any other persons or entities in the discretion of the Committee; provided, that (x) the Agreement pursuant to which such Nonqualified Options are granted must be approved by the Committee, and must expressly provide for transferability in a manner consistent with this Section 10, and (y) subsequent transfers of transferred Options (and any related SARs) shall be prohibited except those in accordance with this Section 10 (by will or the laws of descent and distribution). Following transfer, any such Options (and any related SARs) shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer; provided, that for purposes of the Plan, the term Optionee shall be deemed to refer to the transferee. The events of any termination of association set forth in Section 9 hereof shall continue to be applied with respect to the original Optionee, following which the transferred Options (and any related SARs) shall be exercisable by the transferee only to the extent, and for the periods, specified in Section 9.
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SECTION 11. EXERCISE OF OPTIONS AND SARS
(a) During the lifetime of an Optionee, only such Optionee may exercise an Option or any SARs that relate to such Option granted to him. In the event of his death, any then exercisable portion of his Option and any SARs that relate to such Option may, within five years thereafter, or earlier date of termination of the Option, be exercised in whole or in part by the duly authorized representative of the deceased Optionees estate.
(b) At any time, and from time to time, during the period when any Option and any SARs that relate to such Option, or a portion thereof, are exercisable, such Option or SARs, or portion thereof, may be exercised in whole or in part; provided, however, that the Committee may require any Option or SAR that is partially exercised to be so exercised with respect to at least a stated minimum number of Shares.
(c) Each exercise of an Option, or a portion thereof, shall be evidenced by a notice in writing to the Company accompanied by payment in full of the option price of the Shares then being purchased. Payment in full shall mean payment of the full amount due, either in cash, by certified check or cashiers check, or, with the consent of the Committee, with Shares owned by the Optionee, including an actual or deemed multiple series of exchanges of such Shares.
Notwithstanding anything contained herein to the contrary, at the request of an Optionee and to the extent permitted by applicable law, the Committee may, in its sole and absolute discretion, selectively approve arrangements with a brokerage firm or firms under which any such brokerage firm shall, on behalf of the Optionee, make payment in full to the Company of the option price of the Shares then being purchased, and the Company, pursuant to an irrevocable notice in writing from the Optionee, shall make prompt delivery of one or more certificates for the appropriate number of Shares to such brokerage firm. Payment in full for purposes of the immediately preceding sentence shall mean payment of the full amount due, either in cash or by certified check or cashiers check.
(d) Each exercise of SARs, or a portion thereof, shall be evidenced by a notice in writing to the Company.
(e) No Shares shall be issued upon exercise of an Option until full payment therefor has been made, and an Optionee shall have none of the rights of a member of the Company until Shares are issued to him.
(f) Nothing herein or in any Agreement shall require the Company to issue any Shares upon exercise of an Option or SAR if such issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable statute or regulation, as then in effect. Upon the exercise of an Option or SAR (as a result of which the Optionee receives Shares), or portion thereof, the Optionee shall give to the Company satisfactory evidence that he is acquiring such Shares for the purposes of investment only and not with a view to their distribution; provided, however, if or to the extent that the Shares delivered to the Optionee shall be included in a registration statement filed by the Company under the Securities Act, such investment representation shall be abrogated.
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SECTION 12. DELIVERY OF SHARE CERTIFICATES
As promptly as may be practicable after an Option or SAR (as a result of the exercise of which the Optionee receives Shares), or a portion thereof, has been exercised as hereinabove provided, the Company shall make delivery of one or more certificates for the appropriate number of Shares. In the event that an Optionee exercises both (i) an Incentive Option or SARs that relate to such Option (as a result of which the Optionee receives Shares), or a portion thereof, and (ii) a Nonqualified Option or SARs that relate to such Option (as a result of which the Optionee receives Shares), or a portion thereof, separate share certificates shall be issued, one for the Shares subject to the Incentive Option and one for the Shares subject to the Nonqualified Option.
SECTION 13. CHANGES IN COMPANYS SHARES AND CERTAIN CORPORATE TRANSACTIONS
If at any time while the Plan is in effect there shall be any increase or decrease in the number of issued and outstanding Shares of the Company effected without receipt of consideration therefor by the Company, through the declaration of a dividend in Shares or through any recapitalization, amalgamation or merger or otherwise in which the Company is the surviving corporation, resulting in a split-up, combination or exchange of Shares of the Company, then and in each such event:
(a) An appropriate adjustment shall be made in the maximum number of Shares then subject to being optioned or awarded as Restricted Stock under the Plan, to the end that the same proportion of the Companys issued and outstanding Shares shall continue to be subject to being so optioned and awarded;
(b) Appropriate adjustment shall be made in the number of Shares and the option price per Share thereof then subject to purchase pursuant to each Option previously granted and then outstanding, to the end that the same proportion of the Companys issued and outstanding Shares in each such instance shall remain subject to purchase at the same aggregate option price; and
(c) In the case of Incentive Options, any such adjustments shall in all respects satisfy the requirements of Section 424(a) of the Code and the Treasury regulations and revenue rulings promulgated thereunder.
Except as is otherwise expressly provided herein, the issue by the Company of shares of its capital securities of any class, or securities convertible into shares of capital securities of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or option price of Shares then subject to outstanding Options granted under the Plan. Furthermore, the presence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, amalgamations, reorganizations or other changes in the Companys capital structure or its business; (ii) any merger, amalgamation or consolidation of the Company; (iii) any issue by the Company of debt securities or preferred shares that would rank above the Shares subject to outstanding Options granted under the Plan; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.
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SECTION 14. EFFECTIVE DATE
The Plan was originally adopted by the Board of Directors of Noble Drilling Corporation, a Delaware corporation (Noble-Delaware), on January 31, 1991 and approved by the stockholders of Noble-Delaware on April 25, 1991. The Plan was amended and restated on January 30, 1997 and approved by the stockholders of Noble-Delaware on April 24, 1997. The Plan was amended by the Board of Directors of Noble-Delaware on July 24, 1997. The Plan was amended by the Board of Directors of Noble-Delaware on February 4, 1999 and approved by the stockholders of Noble-Delaware on April 22, 1999. The Plan was amended by the Board of Directors of Noble-Delaware on October 28, 1999. The Plan was amended by the Board of Directors of Noble-Delaware on January 31, 2002 and approved by the stockholders of Noble-Delaware on April 25, 2002.
On April 30, 2002, the Company became the successor to Noble-Delaware as part of the internal corporate restructuring of Noble-Delaware and its subsidiaries. This restructuring was approved by the stockholders of Noble-Delaware on April 25, 2002. The restructuring was accomplished through the merger of an indirect, wholly owned subsidiary of Noble-Delaware with and into Noble-Delaware (the Merger). Noble-Delaware survived the Merger as an indirect, wholly owned subsidiary of the Company. In addition, as a result of the Merger, all of the outstanding shares of Common Stock (and the related preferred stock purchase rights) of Noble-Delaware were exchanged for Ordinary Shares (and related preferred share purchase rights) of the Company. As part of the Merger, the Company assumed the rights and obligations of Noble-Delaware under the Plan. Consequently, beginning after April 30, 2002, the Plan is sponsored by the Company and Ordinary Shares are issuable under the Plan, rather than shares of Common Stock of Noble-Delaware. The Plan was amended as of May 1, 2002 to reflect the assumption of the Plan by the Company.
SECTION 15. AMENDMENT, SUSPENSION OR TERMINATION
The Board may at any time amend, suspend or terminate the Plan; provided, however, that after the members of the Company have approved and ratified the Plan in accordance with Section 14 of the Plan, the Board may not, without approval of the members of the Company, amend the Plan so as to (a) increase the maximum number of Shares subject thereto, as specified in Sections 4(a) and 13 of the Plan, (b) reduce the option price for Shares covered by Options granted hereunder below the price specified in Section 8 of the Plan or (c) permit the repricing of Options and any SARs that relate to such new Options in contravention of Section 18 of the Plan; and provided further, that the Board may not modify, impair or cancel any outstanding Option or SAR that relates to such Option, or the restrictions, terms or conditions applicable to Shares of Restricted Stock, without the consent of the holder thereof.
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Notwithstanding any provision in the Plan to the contrary, the Plan shall not be amended or terminated in such manner that would cause the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such amendment or termination that may reasonably be expected to result in such non-compliance shall be of no force or effect.
SECTION 16. REQUIREMENTS OF LAW
Notwithstanding anything contained herein or in any Agreement to the contrary, the Company shall not be required to sell or issue Shares under any Option or SAR if the issuance thereof would constitute a violation by the Optionee or the Company of any provision of any law or regulation of any governmental authority or any national securities exchange; and as a condition of any sale or issuance of Shares upon exercise of an Option or SAR, the Company may require such agreements or undertakings, if any, as the Company may deem necessary or advisable to assure compliance with any such law or regulation.
SECTION 17. INCENTIVE OPTIONS
The Committee may, in its sole and absolute discretion, designate any Option granted under the Plan as an Incentive Option intended to qualify under Section 422(b) of the Code. Any provision of the Plan to the contrary notwithstanding, (a) no Incentive Option shall be granted to any person who, at the time such Incentive Option is granted, owns shares possessing more than 10 percent of the total combined voting power of all classes of shares of the Company or any Affiliate unless the option price under such Incentive Option is at least 110 percent of the Fair Market Value of the Shares subject to the Incentive Option at the date of its grant and such Incentive Option is not exercisable after the expiration of five years from the date of its grant; and (b) the aggregate Fair Market Value of the Shares subject to an Incentive Option and the aggregate Fair Market Value of the shares of the Company or any Affiliate (or a predecessor corporation of the Company or an Affiliate) subject to any other incentive stock option (within the meaning of Section 422(b) of the Code) of the Company and its Affiliates (or a predecessor corporation of any such corporation), that may become first exercisable in any calendar year, shall not (with respect to any Optionee) exceed $100,000, determined as of the date the Incentive Option is granted.
SECTION 18. MODIFICATION OF OPTIONS AND SARS
Subject to the terms and conditions of and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Options and any SARs that relate to such Options granted under the Plan. The Committee shall not have authority to accept the surrender or cancellation of any Options and any SARs that relate to such Options outstanding hereunder (to the extent not theretofore exercised) and grant new Options and any SARs that relate to such new Options hereunder in substitution therefor (to the extent not theretofore exercised) at any Option Price that is less than the Option Price of the Options surrendered or cancelled. Notwithstanding the foregoing provisions of this Section 18, no modification of an outstanding Option and any SARs that relate to such Option granted hereunder shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option and any SARs that relate to such Option theretofore granted hereunder to such Optionee, except as may be necessary, with respect to Incentive Options, to satisfy the requirements of Section 422(b) of the Code.
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No modification, extension or renewal authorized by this Section 18 shall be made by the Committee in such manner that would cause or result in the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such modification, extension or renewal that may reasonably be expected to result in such non-compliance shall be of no force or effect.
SECTION 19. AGREEMENT PROVISIONS
(a) Each Agreement shall contain such provisions (including, without limitation, restrictions or the removal of restrictions upon the exercise of the Option and any SARs that relate to such Option and the transfer of shares thereby acquired) as the Committee shall deem advisable. Each Agreement relating to an Option shall identify the Option evidenced thereby as an Incentive Option or Nonqualified Option, as the case may be. Incentive Options and Nonqualified Options may not both be covered by a single Agreement. Each such Agreement relating to Incentive Options shall contain such limitations and restrictions upon the exercise of the Incentive Option as shall be necessary for the Incentive Option to which such Agreement relates to constitute an incentive stock option, as defined in Section 422(b) of the Code.
(b) Each Agreement shall recite that it is subject to the Plan and that the Plan shall govern where there is any inconsistency between the Plan and the Agreement.
(c) Each Agreement shall contain a covenant by the Optionee, in such form as the Committee may require in its discretion, that he consents to and will take whatever affirmative actions are required, in the opinion of the Committee, to enable the Company or appropriate Affiliate to satisfy its Federal income tax and FICA and any applicable state and local withholding obligations. An Agreement may contain such provisions as the Committee deems appropriate to enable the Company or its Affiliates to satisfy such withholding obligations, including provisions permitting the Company, upon the exercise of an Option or SAR (as a result of which the Optionee receives Shares), to withhold Shares otherwise issuable to the Optionee exercising the Option or SAR, or to accept delivery of Shares owned by the Optionee, to satisfy the applicable withholding obligations.
(d) Each Agreement relating to an Incentive Option shall contain a covenant by the Optionee immediately to notify the Company in writing of any disqualifying disposition (within the meaning of Section 421(b) of the Code) of Shares received upon the exercise of an Incentive Option.
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SECTION 20. RESTRICTED STOCK
(a) Subject to the provisions of Section 14 of the Plan, the Committee may from time to time, in its sole and absolute discretion, award Shares of Restricted Stock to such persons as it shall select from among those persons who are eligible under Section 5 of the Plan to receive awards of Restricted Stock. Any award of Restricted Stock shall be made from Shares subject hereto as provided in Section 4 of the Plan.
(b) A Share of Restricted Stock shall be subject to such restrictions, terms and conditions, including forfeitures, if any, as may be determined by the Committee, which may include, without limitation, the rendition of services to the Company or its Affiliates for a specified time or the achievement of specific goals, and to the further restriction that no such Share may be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of until the terms and conditions set by the Committee at the time of the award of the Restricted Stock have been satisfied; provided, however, that the minimum restriction period shall be three years from the date of award (one year in the case of Shares of Restricted Stock awarded with performance-based conditions); and provided further, that up to 50 percent of the Shares of Restricted Stock awarded under an Agreement that have not previously vested may be made subject to vesting annually commencing with the first anniversary of the award. Each recipient of an award of Restricted Stock shall enter into an Agreement with the Company, in such form as the Committee shall prescribe, setting forth the restrictions, terms and conditions of such award, whereupon such recipient shall become a participant in the Plan.
If a person is awarded Shares of Restricted Stock, whether or not escrowed as provided below, the person shall be the record owner of such Shares and shall have all the rights of a member of the Company with respect to such Shares (unless the escrow agreement, if any, specifically provides otherwise), including the right to vote and the right to receive dividends or other distributions made or paid with respect to such Shares. Any certificate or certificates representing Shares of Restricted Stock shall bear a legend similar to the following:
The shares represented by this certificate have been issued pursuant to the terms of the Noble Corporation 1991 Stock Option 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 , 20 .
In order to enforce the restrictions, terms and conditions that may be applicable to a persons Shares of Restricted Stock, the Committee may require the person, upon the receipt of a certificate or certificates representing such Shares, or at any time thereafter, to deposit such certificate or certificates, together with stock powers and other instruments of transfer, appropriately endorsed in blank, with the Company or an escrow agent designated by the Company under an escrow agreement in such form as by the Committee shall prescribe.
After the satisfaction of the restrictions, terms and conditions set by the Committee at the time of an award of Restricted Stock to a person, a new certificate, without the legend set forth above, for the number of Shares that are no longer subject to such restrictions, terms and conditions shall be delivered to the person.
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If a person to whom Restricted Stock has been awarded dies after satisfaction of the restrictions, terms and conditions for the payment of all or a portion of the award but prior to the actual payment of all or such portion thereof, such payment shall be made to the persons beneficiary or beneficiaries at the time and in the same manner that such payment would have been made to the person.
The Committee shall have the authority (and the Agreement evidencing an award of Restricted Stock may so provide) to cancel all or any portion of any outstanding restrictions prior to the expiration of such restrictions with respect to any or all of the Shares of Restricted Stock awarded to a person hereunder on such terms and conditions as the Committee may deem appropriate.
(c) Without limiting the provisions of the first paragraph of subsection (b) of this Section 20, if a person to whom Restricted Stock has been awarded ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, for any reason, prior to the satisfaction of any terms and conditions of an award, any Restricted Stock remaining subject to restrictions shall thereupon be forfeited by the person and transferred to, and reacquired by, the Company or an Affiliate at no cost to the Company or the Affiliate; provided, however, if the cessation is due to the persons death, Retirement or Disability, the Committee may, in its sole and absolute discretion, deem that the terms and conditions have been met for all or part of such remaining portion. In the event of such forfeiture, the person, or in the event of his death, his personal representative, shall forthwith deliver to the Secretary of the Company the certificates for the Shares of Restricted Stock remaining subject to such restrictions, accompanied by such instruments of transfer, if any, as may reasonably be required by the Secretary of the Company.
(d) 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 a change to the right to receive cash or other property) of the 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 Restricted Stock shall take the form of the kind and amount of shares 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.
SECTION 21. GENERAL
(a) The proceeds received by the Company from the sale of Shares pursuant to Options shall be used for general corporate purposes.
(b) Nothing contained in the Plan or in any Agreement shall confer upon any Optionee or recipient of Restricted Stock the right to continue in the employ of the Company or any Affiliate, or interfere in any way with the rights of the Company or any Affiliate to terminate his employment at any time, with or without cause.
14
14
(c) Neither the members of the Board nor any member of the Committee shall be liable for any act, omission or determination taken or made in good faith with respect to the Plan or any Option and any SARs that relate to such Option granted hereunder or any Restricted Stock awarded hereunder; and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expenses (including counsel fees) arising therefrom to the full extent permitted by law and under any directors and officers liability or similar insurance coverage that may be in effect from time to time.
(d) Any payment of cash or any issuance or transfer of Shares to the Optionee, or to his legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Committee may require any Optionee, legal representative, heir, legatee or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine.
(e) Neither the Committee, the Board nor the Company guarantees the Shares from loss or depreciation.
(f) All expenses incident to the administration, termination or protection of the Plan, including, but not limited to, legal and accounting fees, shall be paid by the Company or its Affiliates.
(g) Records of the Company and its Affiliates regarding a persons period of employment, termination of employment and the reason therefor, leaves of absence, re-employment and other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect.
(h) Any action required of the Company shall be by resolution of its Board or by a person authorized to act by resolution of the Board. Any action required of the Committee shall be by resolution of the Committee or by a person authorized to act by resolution of the Committee.
(i) If any provision of the Plan or any Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or such Agreement, as the case may be, but such provision shall be fully severable and the Plan or such Agreement, as the case may be, shall be construed and enforced as if the illegal or invalid provision had never been included herein or therein.
(j) Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company, an Optionee or a recipient of Restricted Stock may change, at any time and from time to time, by written notice to the other, the address that it or he had theretofore specified for receiving notices. Until changed in accordance herewith, the Company and each Optionee and recipient of Restricted Stock shall specify as its and his address for receiving notices the address set forth in the Agreement pertaining to the Shares to which such notice relates.
15
15
(k) Any person entitled to notice hereunder may waive such notice.
(l) The Plan shall be binding upon the Optionee or recipient of Restricted Stock, his heirs, legatees, distributees and legal representatives, upon the Company, its successors and assigns, and upon the Committee, and its successors.
(m) The titles and headings of Sections and paragraphs are included for convenience of reference only and are not to be considered in the construction of the provisions hereof.
(n) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Texas except to the extent Texas law is preempted by Federal law of the United States, or the laws of the Cayman Islands.
(o) Words used in the masculine shall apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural.
(p) The Plan is intended to comply with Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner that is compliant with the application of Section 409A of the Code. Neither the Company nor the Committee shall cause or permit any payment, benefit or consideration to be substituted for a benefit that is payable under the Plan if such action would result in the failure of any amount that is subject to Section 409A of the Code to comply with the applicable requirements of Section 409A of the Code. No adjustment authorized by Section 13 or any other section of the Plan shall be made by the Company or the Committee in such manner that would cause or result in the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such adjustment that may reasonably be expected to result in such non-compliance shall be of no force or effect.
16
16
Exhibit 10.27
AMENDMENT
TO THE
NOBLE
CORPORATION
1991 STOCK OPTION AND RESTRICTED STOCK PLAN
WHEREAS, Noble Drilling Corporation, a Delaware corporation (“Noble-Delaware”), established the Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan;
WHEREAS, Noble Corporation, a Cayman Islands exempted company limited by shares (“Noble-Cayman”), assumed such plan in connection with the corporate restructuring of Noble-Delaware and subsequently amended such plan (such plan, as amended through April 27, 2006, the “Plan”);
WHEREAS, Noble-Cayman has determined that the Plan should be amended to address Internal Revenue Code Section 409A;
WHEREAS, pursuant to Section 15 of the Plan, the Board of Directors of Noble-Cayman may amend the Plan at any time; and
NOW THEREFORE, Noble-Cayman does hereby amend the Plan, effective as of the close of business on December 31, 2008, as follows:
1. The first sentence of Section 2(j) of the Plan is hereby amended to read as follows:
“(j) ‘Fair Market Value’ means if a Share is listed or admitted to trading on a securities exchange registered under the Exchange Act, the Fair Market Value per Share shall be the average of the reported high and low sales price on the date in question (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal securities exchange on which such Share is listed or admitted to trading, or if a Share is not listed or admitted to trading on any such exchange but is listed as a national market security on the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) or any similar system then in use, the Fair Market Value per Share shall be the average of the reported high and low sales price on the date in question (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) on such system, or if a Share is not listed or admitted to trading on any such exchange and is not listed on a national security market on NASDAQ but is quoted on NASDAQ or any similar system then in use, the Fair Market Value per Share shall be the average of the closing high bid and low asked quotations on such system for such Share on the date in question.”
2. Section 6(b) of the Plan is hereby deleted in its entirety and Section 6(c) and Section 6(d) are renumbered as Section 6(b) and Section 6(c), respectively, and any affected references thereto are revised accordingly.
1
3. The new Section 6(b) of the Plan is hereby amended in its entirety to read as follows:
“(b) Each person shall enter into an Agreement with the Company, in such form as the Committee may prescribe, setting forth the terms and conditions of the Option, whereupon such person shall become a participant in the Plan. In the event a person is granted both or one or more Incentive Options and one or more Nonqualified Options, such grants shall be evidenced by separate Agreements, one for each Incentive Option grant and one for each Nonqualified Option grant.”
4. Section 8 of the Plan shall be amended in its entirety to read as follows:
“The option price for each Share covered by an Incentive Option or a Nonqualified Option shall be equal to the Fair Market Value of such Share at the time such Option is granted. Notwithstanding the preceding, if the Company or an Affiliate agrees to substitute a new Option under the Plan for an old Option, or to assume an old Option, by reason of a corporate merger, amalgamation, consolidation, acquisition of property or shares, separation, reorganization, or liquidation (any of such events being referred to herein as a ‘Corporate Transaction’), the option price of the Shares covered by each such new Option or assumed Option may be other than the Fair Market Value of the Shares at the time the Option is granted as determined by reference to a formula, established at the time of the Corporate Transaction, which will give effect to such substitution or assumption, provided, however, that in all events the requirements of Treas. Reg. §1.424-1 (without regard to the requirement described in §1.424-1(a)(2)) shall be satisfied. In the case of an Incentive Option, in the event of a conflict between the terms of this Section 8 and the above cited statute, regulations and rulings, or in the event of an omission in this Section 8 of a provision required by said laws, the latter shall control in all respects and are hereby incorporated herein by reference as if set out at length.”
5. Section 15 is amended by adding the following paragraph to the end thereof:
“Notwithstanding any provision in the Plan to the contrary, the Plan shall not be amended or terminated in such manner that would cause the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such amendment or termination that may reasonably be expected to result in such non-compliance shall be of no force or effect.”
6. Section 18 is amended by adding the following paragraph to the end thereof:
“No modification, extension or renewal authorized by this Section 18 shall be made by the Committee in such manner that would cause or result in the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such modification, extension or renewal that may reasonably be expected to result in such non-compliance shall be of no force or effect.”
2
7. Section 21 is amended by adding the following new subsection (p) thereto:
“(p) “The Plan is intended to comply with Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner that is compliant with the application of Section 409A of the Code. Neither the Company nor the Committee shall cause or permit any payment, benefit or consideration to be substituted for a benefit that is payable under the Plan if such action would result in the failure of any amount that is subject to Section 409A of the Code to comply with the applicable requirements of Section 409A of the Code. No adjustment authorized by Section 13 or any other section of the Plan shall be made by the Company or the Committee in such manner that would cause or result in the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such adjustment that may reasonably be expected to result in such non-compliance shall be of no force or effect.”
8. This Amendment shall amend only those provisions of the Plan set forth herein, and those sections, subsections, phrases or words not expressly amended hereby shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the 31 st day of December 2008.
NOBLE CORPORATION
By:
/s/ Julie J.
Robertson
Name:
Julie J. Robertson
Title:
Executive Vice
President
3
Exhibit 10.28
AMENDMENT
TO THE
SECOND
AMENDED AND RESTATED NOBLE CORPORATION
1992 NONQUALIFIED STOCK
OPTION
AND SHARE PLAN FOR NON-EMPLOYEE DIRECTORS
WHEREAS, Noble Drilling Corporation, a Delaware corporation (“Noble-Delaware”), established the Noble Drilling Corporation 1992 Nonqualified Stock Option Plan for Non-Employee Directors;
WHEREAS, Noble Corporation, a Cayman Islands exempted company limited by shares (“Noble-Cayman”), assumed such plan in connection with the corporate restructuring of Noble-Delaware and subsequently amended such plan (the “Plan”);
WHEREAS, Noble-Cayman has determined that the Plan should be amended to address Internal Revenue Code Section 409A;
WHEREAS, pursuant to the provisions of Section 6.01 of the Plan, the Board of Directors of Noble-Cayman may amend the Plan at any time; and
NOW THEREFORE, Noble-Cayman does hereby amend the Plan, effective as of the close of business on December 31, 2008, as follows:
1. The definition of “Fair Market Value” in Section 1.01(h) of the Plan is hereby amended by adding the following sentence thereto:
“Any grant made under the Plan based on an exercise price equal to ‘Fair Market Value’ as described herein shall be made in accordance with Treasury Regulation §1.409A-1(b)(5)(iv), with the commitment to make such grant being irrevocably specified prior to the beginning of such 10 business day period.”
2. The fourth clause of the second sentence of Section 6.01 of the Plan is hereby amended to read as follows:
“(iv) have the effect of providing for the grant of options to purchase Ordinary Shares at less than the Fair Market Value per share thereof on the applicable Award Date or”
3. Section 6.01 of the Plan is hereby amended by adding the following new paragraph at the end thereof:
“Notwithstanding any provision in the Plan to the contrary, the Plan shall not be amended or terminated in such manner that would cause the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such amendment or termination that may reasonably be expected to result in such non-compliance shall be of no force or effect.”
1
4. A new Section 6.05 is hereby added to the Plan:
“6.05 Section 409A . The Plan is intended to comply with Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner that is compliant with the application of Section 409A of the Code. Neither the Company nor the Board shall cause or permit any payment, benefit or consideration to be substituted for a benefit that is payable under the Plan if such action would result in the failure of any amount that is subject to Section 409A of the Code to comply with the applicable requirements of Section 409A of the Code. No adjustment authorized by Section 4.02, Section 5.02 or any other section of the Plan shall be made by the Company or the Board in such manner that would cause or result in the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A of the Code, to the extent applicable, and any such adjustment that may reasonably be expected to result in such non-compliance shall be of no force or effect.”
5. This Amendment shall amend only those provisions of the Plan set forth herein, and those sections, subsections, phrases or words not expressly amended hereby shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the 31 st day of December 2008.
NOBLE CORPORATION
By:
/s/ Julie J.
Robertson
Name:
Julie J. Robertson
Title:
Executive Vice President
_
2
Exhibit 10.29
AMENDMENT
TO THE
NOBLE
CORPORATION
EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
WHEREAS, Noble Drilling Corporation, a Delaware corporation (“Noble-Delaware”), established the Noble Drilling Corporation Equity Compensation Plan for Non-Employee Directors;
WHEREAS, Noble Corporation, a Cayman Islands exempted company limited by shares (“Noble-Cayman”), assumed such plan in connection with the corporate restructuring of Noble-Delaware and subsequently amended such plan (the “Plan”);
WHEREAS, Noble-Cayman has determined that the Plan should be amended to address Internal Revenue Code Section 409A;
WHEREAS, pursuant to Section 6 of the Plan, the Board of Directors of Noble-Cayman may amend the Plan at any time; and
NOW THEREFORE, Noble-Cayman does hereby amend the Plan, effective as of the close of business on December 31, 2008, as follows:
1. The first sentence of Section 2(d) of the Plan is hereby amended in its entirety to read as follows:
“The ‘Current Market Price’ of the Ordinary Shares on any date shall be the average of the daily closing prices of the Ordinary Shares for the 15 consecutive trading days immediately preceding the day in question.”
2. The third sentence of Section 5(a) of the Plan is hereby amended to read as follows:
“Of this amount, (i) $40,000 shall be in the cash component of the Annual Retainer, payable in cash in quarterly installments of $10,000 (each such quarterly payment being herein referred to as a ‘Quarterly Amount’), and (ii) $10,000 shall be the equity component of the Annual Retainer, payable in Ordinary Shares in one installment (the ‘Required Share Amount’).”
3. The first clause of the first sentence of Section 5(c) of the Plan is hereby amended to read as follows:
“(c) Payment of Quarterly Amounts. No later than 60 days following the last day of each Plan Quarter (or, in the case of a cash payment of the Quarterly Amount, at such earlier time as the Board of Directors may determine), the Company shall pay to each person who served as an Outside Director during such Plan Quarter the Quarterly Amount earned by such person for such Plan Quarter by delivering to such person: ...”
4. Section 5(d) of the Plan is hereby amended to read as follows:
1
“(d) Payment of Required Share Amount. No later than 60 days following the last day of each Plan Year, the Company shall pay to each person who served as an Outside Director during such Plan Year the Required Share Amount earned by such person for such Plan Year by delivering to such person for such Plan Year by delivering to such person a number of Ordinary Shares determined by dividing (x) the Required Share Amount earned by such person for such Plan Year by (y) the Current Market Price of the Ordinary Shares as of the last day of such Plan Year.”
5. Section 8(l) of the Plan shall be amended by adding the following sentence to the end thereto:
“Expenses shall be reimbursed no later than the last day of the year following the year in which such expenses are incurred.”
6. Section 8 shall be amended by adding the following subsection (n) thereto:
“(n) Section 409A. The payments provided pursuant to the Plan are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (‘Section 409A’) as ‘short-term deferrals.’ Notwithstanding any other provision to the contrary, the Plan shall not be amended in any manner that would cause (i) the Plan or any amounts payable hereunder to fail to comply with the requirements of Section 409A, to the extent applicable, or (ii) any amounts or benefits payable hereunder that are not subject to Section 409A to become subject thereto (unless they also are in compliance therewith), and the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Plan. No adjustment authorized by Section 4(b) or any other section of the Plan shall be made by the Company in such manner that would cause or result in the Plan or any amounts or benefits payable hereunder to fail to comply with the requirements of Section 409A to the extent applicable, and any such adjustment that may reasonably be expected to result in such non-compliance shall be of no force or effect.”
7. This Amendment shall amend only those provisions of the Plan set forth herein, and those sections, subsections, phrases or words not expressly amended hereby shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the 31 st day of December 2008.
NOBLE CORPORATION
By:
/s/ Julie J. Robertson
Name:
Julie J. Robertson
Title:
Executive Vice President
3
Exhibit 10.30
AMENDMENT
TO THE
NOBLE
CORPORATION
2008 SHORT TERM INCENTIVE PLAN
WHEREAS, Noble Corporation, a Cayman Islands exempted company limited by shares (“Noble-Cayman”), has previously established the Noble Corporation 2008 Short Term Incentive Plan (the “Plan”);
WHEREAS, Noble-Cayman has determined that the Plan should be amended to address Internal Revenue Code Section 409A;
NOW THEREFORE, Noble-Cayman does hereby amend the Plan, effective as of the close of business on December 31, 2008, as follows:
1. Section 2 of the Plan is hereby amended by adding the following sentence at the end of the second paragraph which shall read as follows:
“Bonus payments, if any, payable under the Plan shall be paid to the employee no later than the March 15 following the year in which such bonuses are no longer subject to a substantial risk of forfeiture.”
2. A new Section 8 is hereby added to the Plan which shall read as follows:
“ Section 8. Section 409A
The payments provided pursuant to the Plan are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (‘Section 409A’) as ‘short-term deferrals.’ Notwithstanding any other provision to the contrary, the Plan shall not be amended in any manner that would cause (i) the Plan or any amounts payable hereunder to fail to comply with the requirements of Section 409A, to the extent applicable, or (ii) any amounts or benefits payable hereunder that are not subject to Section 409A to become subject thereto (unless they also are in compliance therewith), and the provisions of any purported amendment that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Plan.”
3. This Amendment shall amend only those provisions of the Plan set forth herein, and those sections, subsections, phrases or words not expressly amended hereby shall remain in full force and effect.
1
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the 31 st day of December 2008.
NOBLE CORPORATION
By:
/s/ Julie J.
Robertson
Name:
Julie J. Robertson
Title:
Executive Vice President
_
2
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
NOBLE DRILLING CORPORATION
|
||||
By: | /s/ Julie J. Robertson | |||
Title: Executive Vice President | ||||
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NOBLE DRILLING CORPORATION
|
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By: | /s/ Julie J. Robertson | |||
Title: Executive Vice President |
- 7 -
Exhibit 10.33
Noble Corporation
Summary of Directors Compensation
Annual Retainer. Each director of Noble Corporation (the Company) who is not an employee of the Company or one of its subsidiaries (a Non-Employee Director) receives an annual retainer as follows:
|
$50,000.
|
|
20% is paid in Ordinary Shares of the Company pursuant to the Noble Corporation Equity Compensation
Plan for Non-Employee Directors (the Equity Compensation Plan).
|
|
Non-Employee Directors may elect to receive up to all of the balance in Ordinary Shares or cash.
Non-Employee Directors make elections on a quarterly basis.
|
|
The number of Ordinary Shares to be issued under the Equity Compensation Plan in any particular
quarter is generally determined using the average of the daily closing prices of the Ordinary Shares for
the last 15 consecutive trading days of the previous quarter.
|
Board Meeting Fees. In addition to the annual retainer received by Non-Employee Directors described above, all directors receive fees for each meeting of the Board of Directors attended as follows:
|
Non-Employee Directors $2,000 per meeting attended
|
|
Employee Directors $100 per meeting attended
|
Committee Fees. In addition to the annual retainer and meeting fees described above, each Non-Employee Director receives compensation in respect of his or her service on committees of the Board of Directors as follows:
|
Annual Committee retainers
|
|
Audit Committee Chair $15,000 per year
|
|
Compensation Committee Chair $12,500 per year
|
|
All other Committee Chairs $10,000 per year
|
|
Committee meeting fees
|
|
Audit Committee $2,500 per meeting attended
|
|
All other Committees $2,000 per meeting attended
|
1
Equity Compensation. In addition to the compensation described above, each Non-Employee Director receives equity compensation under the Noble Corporation 1992 Nonqualified Stock Option and Restricted Share Plan for Non-Employee Directors, as amended (the 1992 Plan) as follows:
|
An annual award of Restricted Shares or unrestricted Ordinary Shares in an amount determined by the
Board of Directors annually but not to exceed an aggregate of 8,000 shares per Non-Employee Director.
|
|
Each such award of Restricted Shares or unrestricted Ordinary Shares will be made on a date selected
by the Board of Directors, or if no such date is selected by the Board of Directors, the date on which
the Board of Directors takes action approving such award.
|
Employee Directors. Employee Directors do not receive any equity compensation in consideration of their service on the Board of Directors.
Other. All directors are reimbursed for travel, lodging and related expenses they may incur in attending meetings of the Board of Directors and Committees.
2
(A) |
the Restricted Shares comprising the Award shall be prorated based on the
number of months of actual service by Employee during the three years in the period
ended December 31, 20
_____, and
|
||
(B) |
the determination of vesting shall be made in accordance with Section 2(b) of
this Agreement.
|
(A) |
a number of shares equal to 66.7 percent of the Restricted Shares (which
equates to the target for this Award) shall immediately become vested and no longer be
subject to any forfeiture provisions of this Agreement,
|
||
(B) |
Employee shall be entitled to have delivered to him a new certificate, without
the legend referenced in Section 9 of this Agreement, for such number of vested
Ordinary Shares, and
|
||
(C) |
the balance of 33.3 percent of the Restricted Shares shall be forfeited.
|
2
3
4
5
6
7
NOBLE CORPORATION
|
||||
By: | /s/ Julie J. Robertson | |||
Name: | Julie J. Robertson | |||
Title: |
Executive Vice President
and
Corporate Secretary |
Address and fax number, if any:
|
||||
|
Name of Employee: «First_Name» «MI» «Last_Name» |
8
* |
Stock dividends paid in securities rather than cash in which there is a
distribution of less than 25 percent of the outstanding shares (as calculated prior to
the distribution) shall be treated as cash for purposes of this calculation.
|
I-1
Percentile Rank | Vesting Applicable | |||
100
|
100.0% | |||
75
|
67.7% | |||
50
|
42.7% | |||
35
|
25.0% | |||
<35
|
0.0% |
I-2
Percentage of | Percentage of | |||||||||||
TSR For Ordinary Shares of the Company | the Target | Restricted Shares | ||||||||||
Relative to the Index | Vesting | Vesting | ||||||||||
Percentile | ||||||||||||
90 and greater
|
(maximum) | 150 | % | 100.0 | % | |||||||
85
|
133 | % | 88.7 | % | ||||||||
80
|
117 | % | 78.0 | % | ||||||||
75
|
(target) | 100 | % | 66.7 | % | |||||||
70
|
93 | % | 62.0 | % | ||||||||
65
|
86 | % | 57.3 | % | ||||||||
60
|
79 | % | 52.7 | % | ||||||||
55
|
71 | % | 47.3 | % | ||||||||
50
|
64 | % | 42.7 | % | ||||||||
45
|
57 | % | 38.0 | % | ||||||||
40
|
(threshold) | 50 | % | 33.3 | % | |||||||
Below 40
|
0 | % | 0 | % |
Percentage of | Percentage of | |||||||||||
TSR For Ordinary Shares of the Company | the Target | Restricted Shares | ||||||||||
Relative to the Index | Vesting | Vesting | ||||||||||
Percentile | ||||||||||||
100
|
(maximum) | 150.0 | % | 100.0 | % | |||||||
87.5
|
141.6 | % | 94.4 | % | ||||||||
75
|
(target) | 102.0 | % | 67.7 | % | |||||||
62.5
|
82.1 | % | 54.7 | % | ||||||||
50
|
63.8 | % | 42.7 | % | ||||||||
37.5
|
(threshold) | 42.0 | % | 28.0 | % | |||||||
Below 35
|
0 | % | 0 | % |
I-3
A-1
A-2
A-3
A-4
NOBLE CORPORATION
|
||||
By: | /s/ Julie J. Robertson | |||
Name: | Julie J. Robertson | |||
Title: |
Executive Vice President
and
Corporate Secretary |
|||
Name of Employee: «First_Name» «MI» «Last_Name» | ||||
NOBLE CORPORATION,
as Escrow Agent |
||||
By: | /s/ Julie J. Robertson | |||
Name: | Julie J. Robertson | |||
Title: |
Executive Vice President
and
Corporate Secretary |
A-5
2
3
4
5
6
7
NOBLE CORPORATION
|
||||
By: | /s/ Julie J. Robertson | |||
Name: | Julie J. Robertson | |||
Title: |
Executive Vice President
and
Corporate Secretary |
Address and fax number, if any:
|
|
8
(i) |
One-third of the awarded shares shall vest and no longer be subject to
forfeiture on the first anniversary of the Effective Date (or if such date is not a
business day, the business day immediately preceding such date); and
|
(ii) |
One-third of the awarded shares shall vest and no longer be subject to
forfeiture on the second anniversary of the Effective Date (or if such date is not a
business day, the business day immediately preceding such date); and
|
(iii) |
One-third of the awarded shares shall vest and no longer be subject to
forfeiture on the third anniversary of the Effective Date (or if such date is not a
business day, the business day immediately preceding such date).
|
I-1
A-1
A-2
A-3
A-4
NOBLE CORPORATION | ||||||
|
||||||
|
By: | /s/ Julie J. Robertson | ||||
|
|
|||||
|
Title: Executive Vice President
and
Corporate Secretary |
|||||
|
||||||
Name of Employee: «First_Name» «MI» «Last_Name» | ||||||
|
||||||
NOBLE CORPORATION,
as Escrow Agent |
||||||
|
||||||
|
By: | /s/ Julie J. Robertson | ||||
|
||||||
|
Name: Julie J. Robertson | |||||
|
Title: Executive Vice President
and
Corporate Secretary |
A-5
(a) |
«M_1st_Year» Shares are purchasable, in whole at any time or in part from time
to time, commencing one year from the date of this Agreement,
|
(b) |
an additional «M_2nd_Year» Shares are purchasable, in whole at any time or in
part from time to time, commencing two years from the date of this Agreement, and
|
(c) |
an additional «M_3rd_Year» Shares are purchasable, in whole at any time or in
part from time to time, commencing three years from the date of this Agreement;
|
2
3
4
Address: | NOBLE CORPORATION | ||||||
|
|||||||
13135 S. Dairy Ashford
|
By: | /s/ Julie J. Robertson | |||||
Suite 800
|
Name: Julie J. Robertson | ||||||
Sugar Land, Texas 77478
(281) 276-6100 |
Title: Executive Vice
President and
Corporate Secretary |
||||||
|
|||||||
Employee address:
|
|||||||
|
|||||||
«First_Name» «MI» «Last_Name» | |||||||
|
|||||||
|
|||||||
|
|||||||
|
5
(i) |
One-third of the awarded shares shall vest and no longer be subject to
forfeiture on the first anniversary of the Award Date (or if such date is not a
business day, the business day immediately preceding such date); and
|
(ii) |
One-third of the awarded shares shall vest and no longer be subject to
forfeiture on the second anniversary of the Award Date (or if such date is not a
business day, the business day immediately preceding such date); and
|
(iii) |
One-third of the awarded shares shall vest and no longer be subject to
forfeiture on the third anniversary of the Award Date (or if such date is not a
business day, the business day immediately preceding such date).
|
2
3
4
5
NOBLE CORPORATION
|
||||
By: | /s/ David W. Williams | |||
Name: | David W. Williams | |||
Title: | Chairman and Chief Executive Officer |
Address and fax number, if any: | ||||||||
|
Name of Director: | |||||||
|
|
|||||||
|
||||||||
|
||||||||
|
||||||||
Fax:
|
||||||||
|
|
6
A-1
A-2
A-3
A-4
NOBLE CORPORATION
|
||||
By: | /s/ David W. Williams | |||
Name: | David W. Williams | |||
Title: | Chairman and Chief Executive Officer | |||
|
Name of Director: | ||||
|
NOBLE CORPORATION,
as Escrow Agent |
||||
By: | /s/ Julie J. Robertson | |||
Name: | Julie J. Robertson | |||
Title: |
Executive Vice President and
Corporate Secretary |
A-5
Page | ||||
|
||||
1. Employment
|
1 | |||
|
||||
2. Employment Term
|
2 | |||
(a) Term
|
2 | |||
(b) Relationship Prior to Effective Date
|
2 | |||
|
||||
3. Positions and Duties
|
2 | |||
|
||||
4. Compensation and Related Matters
|
3 | |||
(a) Base Salary
|
3 | |||
(b) Annual Bonus
|
4 | |||
(c) Employee Benefits
|
4 | |||
(i) Incentive, Savings and Retirement Plans
|
4 | |||
(ii) Welfare Benefit Plans
|
4 | |||
(d) Expenses
|
4 | |||
(e) Fringe Benefits
|
5 | |||
(f) Vacation
|
5 | |||
|
||||
5. Termination of Employment
|
5 | |||
(a) Death
|
5 | |||
(b) Disability
|
5 | |||
(c) Termination by Company
|
5 | |||
(d)Termination by Executive
|
6 | |||
(e) Notice of Termination
|
7 | |||
(f) Date of Termination
|
7 | |||
|
||||
6. Obligations of the Company upon Separation from Service
|
8 | |||
(a) Good Reason or During the Window Period; Other Than for Cause, Death or
Disability
|
8 | |||
(b) Death
|
10 | |||
(c) Disability
|
11 | |||
(d) Cause; Other than for Good Reason or During the Window Period
|
11 | |||
(e) Payment Delay for Specified Employees
|
12 |
i
Page | ||||
7. Certain Additional Payments by the Company
|
12 | |||
|
||||
8. Representations and Warranties
|
15 | |||
|
||||
9. Confidential Information
|
15 | |||
|
||||
10. Certain Definitions
|
15 | |||
(a) Effective Date
|
15 | |||
(b) Change of Control Period
|
16 | |||
(c) Change of Control
|
16 | |||
(d) Separation from Service
|
18 | |||
(e) Specified Employee
|
18 | |||
(f) Separation Date
|
18 | |||
|
||||
11. Full Settlement
|
19 | |||
|
||||
12. No Effect on Other Contractual Rights
|
19 | |||
|
||||
13. Indemnification; Directors and Officers Insurance
|
19 | |||
|
||||
14. Injunctive Relief
|
20 | |||
|
||||
15. Governing Law
|
20 | |||
|
||||
16. Notices
|
20 | |||
|
||||
17. Binding Effect; Assignment; No Third Party Benefit
|
20 | |||
|
||||
18. Miscellaneous
|
21 | |||
(a) Amendment
|
21 | |||
(b) Waiver
|
21 | |||
(c) Withholding Taxes
|
21 | |||
(d) Nonalienation of Benefits
|
21 | |||
(e) Severability
|
22 | |||
(f) Entire Agreement
|
22 | |||
(g) Captions
|
22 | |||
(h) References
|
22 |
ii
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
|
If to the Company, at: | Noble Drilling Services Inc. | ||
|
13135 South Dairy Ashford, Suite 800 | |||
|
Sugar Land, Texas 77478 | |||
|
Fax No.: (281) 491-2092 | |||
|
Attention: Chief Executive Officer | |||
|
||||
|
If to the Executive, at: | David W. Williams | ||
|
Noble Drilling Services Inc. | |||
|
13135 South Dairy Ashford, Suite 800 | |||
|
Sugar Land, Texas 77478 | |||
|
Fax No.: (281) 491-2092 |
20
21
22
COMPANY
NOBLE DRILLING SERVICES INC. |
||||
By: | /s/ JULIE J. ROBERTSON | |||
Name: | JULIE J. ROBERTSON | |||
Title: | EXECUTIVE VICE PRESIDENT | |||
EXECUTIVE
|
||||
/s/ DAVID W. WILLIAMS |
23
1
NOBLE CORPORATION
|
||||
By: | /s/ JULIE J. ROBERTSON | |||
Name: | JULIE J. ROBERTSON | |||
Title: | EXECUTIVE VICE PRESIDENT |
2
Page | ||||
|
||||
1. Employment
|
1 | |||
|
||||
2. Employment Term
|
2 | |||
(a) Term
|
2 | |||
(b) Relationship Prior to Effective Date
|
2 | |||
|
||||
3. Positions and Duties
|
2 | |||
|
||||
4. Compensation and Related Matters
|
3 | |||
(a) Base Salary
|
3 | |||
(b) Annual Bonus
|
4 | |||
(c) Employee Benefits
|
4 | |||
(i) Incentive, Savings and Retirement Plans
|
4 | |||
(ii) Welfare Benefit Plans
|
4 | |||
(d) Expenses
|
5 | |||
(e) Fringe Benefits
|
5 | |||
(f) Vacation
|
5 | |||
|
||||
5. Termination of Employment
|
5 | |||
(a) Death
|
5 | |||
(b) Disability
|
5 | |||
(c) Termination by Company
|
6 | |||
(d) Termination by Executive
|
6 | |||
(e) Notice of Termination
|
7 | |||
(f) Date of Termination
|
7 | |||
|
||||
6. Obligations of the Company upon Separation from Service
|
8 | |||
(a) Good Reason or During the Window Period; Other Than for Cause, Death or
Disability
|
8 | |||
(b) Death
|
11 | |||
(c) Disability
|
11 | |||
(d) Cause; Other than for Good Reason or During the Window Period
|
11 | |||
(e) Payment Delay for Specified Employees
|
12 |
i
Page | ||||
|
||||
7. Certain Additional Payments by the Company
|
12 | |||
|
||||
8. Representations and Warranties
|
15 | |||
|
||||
9. Confidential Information
|
15 | |||
|
||||
10. Certain Definitions
|
15 | |||
(a) Effective Date
|
15 | |||
(b) Change of Control Period
|
16 | |||
(c) Change of Control
|
16 | |||
(d) Separation from Service
|
18 | |||
(e) Specified Employee
|
18 | |||
(f) Separation Date
|
18 | |||
|
||||
11. Full Settlement
|
19 | |||
|
||||
12. No Effect on Other Contractual Rights
|
19 | |||
|
||||
13. Indemnification; Directors and Officers Insurance
|
19 | |||
|
||||
14. Injunctive Relief
|
20 | |||
|
||||
15. Governing Law
|
20 | |||
|
||||
16. Notices
|
20 | |||
|
||||
17. Binding Effect; Assignment; No Third Party Benefit
|
21 | |||
|
||||
18. Miscellaneous
|
21 | |||
(a) Amendment
|
21 | |||
(b) Waiver
|
21 | |||
(c) Withholding Taxes
|
22 | |||
(d) Nonalienation of Benefits
|
22 | |||
(e) Severability
|
22 | |||
(f) Entire Agreement
|
22 | |||
(g) Captions
|
22 | |||
(h) References
|
22 |
ii
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
|
If to the Company, at: |
Noble Drilling Services Inc.
13135 South Dairy Ashford, Suite 800 Sugar Land, Texas 77478 Fax No.: (281) 491-2092 Attention: Chief Executive Officer |
||
|
||||
|
If to the Executive, at: |
Thomas L. Mitchell
Noble Drilling Services Inc. 13135 South Dairy Ashford, Suite 800 Sugar Land, Texas 77478 Fax No.: (281) 491-2092 |
20
21
22
COMPANY
NOBLE DRILLING SERVICES INC. |
||||
By: | /s/ JULIE J. ROBERTSON | |||
Name: | JULIE J. ROBERTSON | |||
Title: | EXECUTIVE VICE PRESIDENT | |||
EXECUTIVE
|
||||
/s/ THOMAS L. MITCHELL |
23
1
NOBLE CORPORATION
|
||||
By: | /s/ JULIE J. ROBERTSON | |||
Name: | JULIE J. ROBERTSON | |||
Title: | EXECUTIVE VICE PRESIDENT |
2
Page | ||||
|
||||
1. Employment
|
1 | |||
|
||||
2. Employment Term
|
2 | |||
(a) Term
|
2 | |||
(b) Relationship Prior to Effective Date
|
2 | |||
|
||||
3. Positions and Duties
|
2 | |||
|
||||
4. Compensation and Related Matters
|
3 | |||
(a) Base Salary
|
3 | |||
(b) Annual Bonus
|
3 | |||
(c) Employee Benefits
|
4 | |||
(i) Incentive, Savings and Retirement Plans
|
4 | |||
(ii) Welfare Benefit Plans
|
4 | |||
(d) Expenses
|
4 | |||
(e) Fringe Benefits
|
5 | |||
(f) Vacation
|
5 | |||
|
||||
5. Termination of Employment
|
5 | |||
(a) Death
|
5 | |||
(b) Disability
|
5 | |||
(c) Termination by Company
|
5 | |||
(d) Termination by Executive
|
6 | |||
(e) Notice of Termination
|
7 | |||
(f) Date of Termination
|
7 | |||
|
||||
6. Obligations of the Company upon Separation from Service
|
8 | |||
(a) Good Reason or During the Window Period; Other Than for Cause, Death or Disability
|
8 | |||
(b) Death
|
10 | |||
(c) Disability
|
11 | |||
(d) Cause; Other than for Good Reason or During the Window Period
|
11 | |||
(e) Payment Delay for Specified Employees
|
12 |
i
Page | ||||
7. Certain Additional Payments by the Company
|
12 | |||
|
||||
8. Representations and Warranties
|
15 | |||
|
||||
9. Confidential Information
|
15 | |||
|
||||
10. Certain Definitions
|
15 | |||
(a) Effective Date
|
15 | |||
(b) Change of Control Period
|
16 | |||
(c) Change of Control
|
16 | |||
(d) Separation from Service
|
18 | |||
(e) Specified Employee
|
18 | |||
(f) Separation Date
|
18 | |||
|
||||
11. Full Settlement
|
19 | |||
|
||||
12. No Effect on Other Contractual Rights
|
19 | |||
|
||||
13. Indemnification; Directors and Officers Insurance
|
19 | |||
|
||||
14. Injunctive Relief
|
20 | |||
|
||||
15. Governing Law
|
20 | |||
|
||||
16. Notices
|
20 | |||
|
||||
17. Binding Effect; Assignment; No Third Party Benefit
|
20 | |||
|
||||
18. Miscellaneous
|
21 | |||
(a) Amendment
|
21 | |||
(b) Waiver
|
21 | |||
(c) Withholding Taxes
|
21 | |||
(d) Nonalienation of Benefits
|
21 | |||
(e) Severability
|
22 | |||
(f) Entire Agreement
|
22 | |||
(g) Captions
|
22 | |||
(h) References
|
22 |
ii
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
|
If to the Company, at: | Noble Drilling Services Inc. | ||
|
13135 South Dairy Ashford, Suite 800 | |||
|
Sugar Land, Texas 77478 | |||
|
Fax No.: (281) 491-2092 | |||
|
Attention: Chief Executive Officer | |||
|
||||
|
If to the Executive, at: | Julie J. Robertson | ||
|
Noble Drilling Services Inc. | |||
|
13135 South Dairy Ashford, Suite 800 | |||
|
Sugar Land, Texas 77478 | |||
|
Fax No.: (281) 491-2092 |
20
21
22
COMPANY
NOBLE DRILLING SERVICES INC. |
||||
By: | /s/ DAVID W. WILLIAMS | |||
Name: | DAVID W. WILLIAMS | |||
Title: | PRESIDENT | |||
EXECUTIVE
|
||||
/s/ JULIE J. ROBERTSON |
23
1
NOBLE CORPORATION
|
||||
By: | /s/ DAVID W. WILLIAMS | |||
Name: | DAVID W. WILLIAMS | |||
Title: | CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER |
2
SUBSIDIARY NAME | INCORPORATED OR ORGANIZED IN: | |
Noble NDC Holding (Cyprus) Limited (1)
|
Cyprus | |
Noble Corporation (1)
|
Switzerland | |
Noble Holding International (Cayman) Ltd. (1)
|
Cayman Islands | |
Noble Holding International (Cayman NHIL) Ltd. (1)
|
Cayman Islands | |
Noble Drilling (Luxembourg) S.à r.l. (2)
|
Luxembourg | |
Noble Cayman Acquisition Ltd. (3)
|
Cayman Islands | |
Noble Downhole Technology Ltd. (4)
|
Cayman Islands | |
Noble Drilling (Cyprus) Limited (4)
|
Cyprus | |
Noble Holding International Limited (5)
|
Cayman Islands | |
Noble Holding (U.S.) Corporation (6)
|
Delaware | |
Noble Drilling Holding GmbH (7)
|
Switzerland | |
Noble Drilling (Deutschland) GmbH (8)
|
Germany | |
Noble Technology (Canada) Ltd. (8)
|
Alberta, Canada | |
Noble Engineering & Development de Venezuela C.A. (8)
|
Venezuela | |
Noble Drilling Americas LLC (9)
|
Delaware | |
Noble Drilling Holding LLC (9)
|
Delaware | |
Noble International Services LLC (9)
|
Delaware | |
Noble North Africa Limited (9)
|
Cayman Islands | |
Maurer Technology Incorporated (10)
|
Delaware | |
Noble Drilling Corporation (10)
|
Delaware | |
Noble Brasil Investimentos E Participacoes Ltda. (11)
|
Brazil | |
WELLDONE Engineering GmbH (12)
|
Germany | |
Noble International Limited (13)
|
Cayman Islands | |
International Directional Services Ltd. (13)
|
Bermuda | |
Noble Enterprises Limited (13)
|
Cayman Islands | |
Noble Mexico Services Limited (13)
|
Cayman Islands | |
Noble-Neddrill International Limited (13)
|
Cayman Islands | |
Noble Asset Company Limited (13)
|
Cayman Islands | |
Noble Asset (U.K.) Limited (13)
|
Cayman Islands | |
Noble Drilling (Nigeria) Ltd. (13)
|
Nigeria | |
Noble Drilling (Paul Wolff) Ltd. (13)
|
Cayman Islands | |
Noble do Brasil Ltda. (14)
|
Brazil | |
Noble Mexico Limited (13)
|
Cayman Islands | |
Noble International Finance Company (13)
|
Cayman Islands | |
Noble Drilling (TVL) Ltd. (13)
|
Cayman Islands | |
Noble Drilling (Carmen) Limited (13)
|
Cayman Islands | |
Noble Gene Rosser Limited (13)
|
Cayman Islands | |
Noble Campeche Limited (13)
|
Cayman Islands | |
Noble Offshore Mexico Limited (13)
|
Cayman Islands | |
Noble Offshore Contracting Limited (13)
|
Cayman Islands | |
Noble Management Services S. de R.L. de C.V. (15)
|
Mexico | |
Noble Dave Beard Limited (13)
|
Cayman Islands | |
Sedco Dubai LLC (16)
|
Dubai, UAE | |
Noble (Middle East) Limited (13)
|
Cayman Islands | |
Noble Drilling Holdings (Cyprus) Limited (13)
|
Cyprus | |
Triton Engineering Services Company (17)
|
Delaware | |
Noble Drilling International Inc. (17)
|
Delaware | |
Noble Carl Norberg LLC (17)
|
Delaware | |
Noble Earl Frederickson LLC (17)
|
Delaware | |
Noble Drilling Services Inc. (17)
|
Delaware | |
Noble Drilling (U.S.) Inc. (17)
|
Delaware | |
Noble Drilling Arabia Limited (18)
|
Saudi Arabia | |
Noble Drilling de Venezuela C.A. (19)
|
Venezuela | |
Noble Offshore de Venezuela C.A. (19)
|
Venezuela | |
Noble Drilling International Services Pte. Ltd. (20)
|
Singapore | |
Noble Drilling (Malaysia) Sdn. Bhd. (20)
|
Malaysia | |
Noble Drilling International Ltd. (20)
|
Bermuda | |
TSIA International (Antilles) N.V. (21)
|
The Netherland Antilles | |
Arktik Drilling Limited, Inc. (22)
|
Bahamas | |
Noble Rochford Drilling (North Sea) Ltd. (21)
|
Cayman Islands | |
Noble Drilling Asset (M.E.) Ltd. (21)
|
Cayman Islands | |
Noble Drilling (N.S.) Limited (23)
|
United Kingdom | |
Noble Drilling (Denmark) ApS (23)
|
Denmark | |
Noble Contracting GmbH (23)
|
Switzerland | |
Noble Holding Europe S.à r.l. (23)
|
Luxembourg | |
Noble Leasing (Switzerland) GmbH (23)
|
Switzerland | |
Noble Leasing II (Switzerland) GmbH (23)
|
Switzerland | |
Triton International, Inc. (24)
|
Delaware | |
Triton Engineering Services Company, S.A. (24)
|
Venezuela | |
Noble Drilling (Canada) Ltd. (25)
|
Alberta, Canada | |
Noble Drilling International (Cayman) Ltd. (26)
|
Cayman Islands | |
Noble Drilling Leasing LLC (27)
|
Delaware | |
Noble John Sandifer LLC (27)
|
Delaware | |
Noble Bill Jennings LLC (27)
|
Delaware | |
Noble Drilling Exploration Company (27)
|
Delaware | |
Noble Leonard Jones LLC (27)
|
Delaware | |
Noble (Gulf of Mexico) Inc. (27)
|
Delaware | |
Noble Drilling (Jim Thompson) Inc.(27)
|
Delaware | |
Noble Asset Mexico LLC (27)
|
Delaware | |
Noble Johnnie Hoffman LLC (27)
|
Delaware | |
Noble Operating (M.E.) Ltd. (28)
|
Cayman Islands | |
Noble Drilling (Land Support) Limited (29)
|
United Kingdom | |
Noble Drilling (Nederland) B.V. (30)
|
The Netherlands | |
Noble Drilling Norway AS (31)
|
Norway | |
Triton International de Mexico S.A. de C.V. (32)
|
Mexico | |
Bawden Drilling Inc. (33)
|
Delaware | |
Bawden Drilling International Ltd. (33)
|
Bermuda | |
Noble International Services Ltd. (33)
|
Bermuda | |
Resolute Insurance Group Ltd. (34)
|
Bermuda |
1 |
100% owned by Noble Corporation
|
|
2 |
100% owned by Noble NDC Holding (Cyprus) Limited
|
|
3 |
100% owned by Noble Corporation (incorporated in Switzerland)
|
|
4 |
100% owned by Noble Holding International (Cayman) Ltd.
|
|
5 |
50% owned by Noble Holding International (Cayman) Ltd., 50% owned by Noble Holding International (Cayman NHIL) Ltd.
|
|
6 |
42.44% owned by Noble Drilling (Luxembourg) S.à r.l., 57.56% owned by Noble Drilling International (Cayman) Ltd.
|
|
7 |
100% owned by Noble Drilling (Luxembourg) S.à r.l.
|
|
8 |
100% owned by Noble Downhole Technology Ltd.
|
|
9 |
100% owned by Noble Holding International Limited
|
|
10 |
100% owned by Noble Holding (U.S.) Corporation
|
|
11 |
99% owned by Noble Drilling Holding GmbH, 1% owned by Noble Drilling Holding LLC
|
|
12 |
100% owned by Noble Drilling (Deutschland) GmbH
|
|
13 |
100% owned by Noble Drilling Holding LLC
|
|
14 |
99% owned by Noble Drilling Holding LLC, 1% owned by Noble Asset Company Limited
|
|
15 |
99% owned by Noble Offshore Contracting Limited, 1% owned by Noble Drilling (Carmen) Limited
|
|
16 |
Joint venture (owned 49% by Noble Drilling Holding LLC)
|
|
17 |
100% owned by Noble Drilling Corporation
|
|
18 |
50% owned by Noble International Limited
|
|
19 |
100% owned by Noble International Limited
|
|
20 |
100% owned by Noble Enterprises Limited (70% in the case of Noble Drilling (Malaysia) Sdn. Bhd.)
|
|
21 |
100% owned by Noble Asset Company Limited
|
|
22 |
Joint venture (owned 82% by Noble Asset Company Limited)
|
|
23 |
100% owned by Noble Drilling Holdings (Cyprus) Limited
|
|
24 |
100% owned by Triton Engineering Services Company
|
|
25 |
100% owned by Noble Drilling International Inc.
|
|
26 |
95% owned by Noble Drilling International Inc., 5% owned by Noble Drilling (U.S.) Inc.
|
|
27 |
100% owned by Noble Drilling (U.S.) Inc.
|
|
28 |
100% owned by Noble Drilling Asset (M.E.) Ltd.
|
|
29 |
100% owned by Noble Drilling (N.S.) Limited
|
|
30 |
100% owned by Noble Drilling (Denmark) ApS
|
|
31 |
100% owned by Noble Holding Europe S.à r.l.
|
|
32 |
100% owned by Triton International, Inc.
|
|
33 |
100% owned by Noble Drilling (Canada) Ltd.
|
|
34 |
100% owned by Bawden Drilling International Ltd.
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-155421) and
Form S-8 (Nos. 333-133601, 333-133599, 33-46724-99, 33-57675-99, 33-62394-99, 333-17407-99, 333-25857-99, 333-53912-99,
333-80511-99, 333-107450, and 333-107451) of Noble Corporation of our report dated February 27, 2009 relating to the
consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in
this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
February 27, 2009
1. |
I have reviewed this annual report on Form 10-K of Noble Corporation;
|
||
2. |
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
|
||
3. |
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
|
||
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
|
|||
b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
|
|||
c) Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
|||
d) Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over
financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors:
|
a) All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and report
financial information; and
|
|||
b) Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting.
|
/s/ DAVID W. WILLIAMS
|
||
David W. Williams
|
||
Chairman of the Board, President and Chief Executive Officer of Noble Corporation
|
1. |
I have reviewed this annual report on Form 10-K of Noble Corporation;
|
||
2. |
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
|
||
3. |
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
|
||
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
|
|||
b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
|
|||
c) Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
|||
d) Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over
financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors:
|
a) All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and report
financial information; and
|
|||
b) Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting.
|
/s/ THOMAS L. MITCHELL
|
||
Thomas L. Mitchell
|
||
Senior
Vice President, Chief Financial Officer,
Treasurer and Controller of Noble Corporation |
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
|
February 27, 2009 | /s/ DAVID W. WILLIAMS | |||
David W. Williams | ||||
Chairman of the Board, President and Chief Executive Officer of Noble Corporation |
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
|
||
(2) |
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
|
February 27, 2009 | /s/ THOMAS L. MITCHELL | |||
Thomas L. Mitchell | ||||
Senior Vice President, Chief Financial Officer, Treasurer and Controller of Noble Corporation |