EXHIBIT 10.1
NOBLE CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the ____ day of ______ 200_, by and between
NOBLE CORPORATION, a Cayman Islands exempted company limited by shares (the
"Company"), and ___________ ("Employee");
W I T N E S S E T H:
WHEREAS, the committee (the "Committee") acting under the Company's
1991 Stock Option and Restricted Stock Plan, as amended (the "Plan"), has
determined that it is desirable to grant a nonqualified stock option under the
Plan to Employee, who is currently employed by the Company or one of its
Affiliates;
NOW, THEREFORE, it is agreed as follows:
1. Grant of Option, Option Period and Terms of Exercise of Option. The
Company hereby grants to Employee the option to purchase, as hereinafter set
forth, _____ ordinary shares, par value U.S.$0.10 per share, of the Company
("Shares") at the price of $_____ per share, in whole at any time or in part
from time to time, for a period commencing _______________________ and
terminating on the first to occur of (i) the expiration of ten years from the
date of this Agreement and (ii) the date Employee ceases for any reason to be
employed by at least one of the employers in the group of employers consisting
of the Company and its Affiliates (a "termination of employment"); provided that
the number of Shares purchasable hereunder in any period or periods of time
during which the option evidenced hereby is exercisable shall be limited as
follows:
(a) _____ Shares are purchasable, in whole at any time or in part from
time to time, commencing ____________________________,
(b) an additional _____ Shares are purchasable, in whole at any time
or in part from time to time,
commencing_________________________,. . .
(__) an additional _____ Shares are purchasable, in whole at any time
or in part from time to time, commencing_________________________;
provided further that if a termination of employment occurs after the date upon
which the option first becomes exercisable and before the date that is ten years
from the date hereof for any reason other than Employee's death, Disability or
Retirement, then the option may be exercised, to the extent that Employee was
entitled to exercise it at the date of such termination of employment, at any
time within six months after such termination of employment but not after the
expiration of the ten-year period, except that, in the event of a termination of
employment of Employee on account
1
of fraud, dishonesty or other acts detrimental to the interests of the Company
or one or more of its Affiliates, the option shall thereafter be null and void
for all purposes; and provided further that if a termination of employment
occurs after the date upon which the option first becomes exercisable and before
the date that is ten years from the date hereof by reason of Employee's death,
Disability or Retirement, then the option, including any then unvested Shares
all of which shall be automatically accelerated, may be exercised at any time
within five years after such termination of employment but not after the
expiration of the ten-year period.
Transfer of employment without interruption of service between or among
the Company and any of its Affiliates shall not be considered a termination of
employment. Notwithstanding anything contained in this Agreement to the
contrary, no fractional Shares may be purchased upon exercise of the option.
2. Agreement of Employee Regarding Employment. Employee hereby agrees
to serve the Company or Affiliate by performing the duties now assigned to
Employee or such other duties as may hereafter be assigned to Employee, at
Employee's present salary, with such increases and bonuses, if any, as the
Company or Affiliate may authorize, for a period of at least one year from the
date hereof. There is no obligation on the part of the Company or Affiliate to
continue Employee's employment for said one-year period or for any period, and
nothing in this Agreement shall in any way interfere with the right of the
Company or any Affiliate to terminate the employment of Employee at any time,
with or without cause.
3. Requirement of Employment. Except as provided in Paragraph 1 hereof,
the option may not be exercised unless Employee is, at the time of exercise, an
employee of the Company or an Affiliate.
4. Exercise of Option.
(a) The option may be exercised by written notice signed by Employee
and delivered to the Secretary of the Company at the address set forth opposite
the Company's name on the signature page of this Agreement. Such notice shall
state the number of Shares as to which the option is exercised and shall be
accompanied by the full amount of the purchase price of such Shares. The
purchase price may be paid in cash or by certified check or cashier's check or,
if permitted by the Committee, in whole or in part, by the surrender of issued
and outstanding Shares (including an actual or deemed multiple series of
exchanges of such Shares) which shall be credited against the purchase price at
the Fair Market Value of the Shares surrendered on the date of exercise of the
option. Any such notice shall be deemed delivered on the date on which it is
personally delivered to the Secretary of the Company at the address specified
above in this Paragraph 4(a) or, if sent by mail, on the earlier of (i) the date
on which it is received by the Secretary of the Company at such address or (ii)
the third business day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the Secretary of the
Company at such address.
(b) Promptly after demand by the Company, and at its direction,
Employee shall pay to the Company or the appropriate Affiliate an amount equal
to the applicable withholding taxes due in connection with exercise of the
option. Such withholding taxes may be paid in cash or by
2
certified check or cashier's check or, subject to the further provisions of this
Paragraph 4(b), in whole or in part, by having the Company withhold from the
Shares otherwise issuable upon exercise of the option a number of Shares having
a value equal to the amount of such withholding taxes or by surrendering to the
Company or the appropriate Affiliate a number of issued and outstanding Shares
having a value equal to the amount of such withholding taxes. The value of any
Shares so withheld by or surrendered to the Company or the appropriate Affiliate
shall be based on the Fair Market Value of such Shares on the date on which the
option is exercised (in the case of a withholding of Shares) or the date (which
shall not be earlier than the date of exercise of the option) on which the
Shares are surrendered (in the case of a surrender of Shares). Employee shall
pay to the Company or the appropriate Affiliate in cash or by certified check or
cashier's check the amount, if any, by which the amount of such withholding
taxes exceeds the value of the Shares so withheld or surrendered. Any election
by Employee to have Shares withheld or to surrender Shares to pay withholding
taxes (an "Election") must be made at or prior to the time of exercise of the
option (in the case of a withholding of Shares) or at or prior to the time of
surrender of the Shares (in the case of a surrender of Shares). All Elections
shall be made in the same manner as is required under the first sentence of
Paragraph 4(a) hereof for the exercise of the option and shall be deemed
delivered in accordance with the provisions of the last sentence of that
Paragraph. The Committee may, in its sole and absolute discretion, disapprove of
any Election and suspend or terminate at any time the right of Employee to make
Elections.
(c) Notwithstanding anything contained in this Agreement to the
contrary, 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 Employee,
make payment in full to the Company of the aggregate purchase price of the
Shares then being purchased upon exercise of the option, and the Company,
pursuant to an irrevocable notice in writing from Employee, shall make prompt
delivery of one or more certificates representing the purchased 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 cashier's check. Any arrangements shall be subject to such
rules and regulations as the Committee may adopt in connection therewith.
5. Delivery of Certificates Upon Exercise of Option. Delivery of one or
more certificates representing the purchased Shares shall be made as promptly as
practicable after receipt by the Company of notice of exercise and payment in
full of the purchase price and, if required, the amount of any withholding
taxes; provided, however, that the Company shall have such time as is necessary
to qualify or register such Shares under any applicable law or governmental rule
or regulation or list such Shares on any securities exchange on which the Shares
are listed.
6. Adjustments. If at any time while the option is outstanding there
shall be any increase or decrease in the number of issued and outstanding Shares
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, then
and in each such event appropriate adjustment shall be made by the Board of
Directors of the Company in the number of Shares and the purchase price per
Share thereof then subject to purchase pursuant to the option, to
3
the end that the same proportion of the issued and outstanding Shares in each
such instance shall remain subject to purchase under the option at the same
aggregate purchase price. In the event of a reclassification of the Shares or a
liquidation, corporate separation (such as a spin-off or split-off) or
reorganization (including a merger, amalgamation, consolidation or sale of
assets) of the Company, not covered by the foregoing provisions of this
Paragraph 6, it is agreed that the Board of Directors of the Company shall make
such adjustments, if any, as it may deem appropriate in the number, purchase
price and kind of shares still subject to the option. Any adjustment pursuant to
this Paragraph 6 shall be final, conclusive and binding on Employee in the
absence of manifest error.
7. Transferability.
(a) Except as otherwise provided in Paragraph 7(b) below, the option
evidenced hereby is not transferable otherwise than by will or by the laws of
descent and distribution, or the rules thereunder, and may be exercised during
the life of Employee only by Employee.
(b) Notwithstanding Paragraph 7(a), the option evidenced hereby may be
transferred, in whole or in part, by Employee (i) by gift to the Immediate
Family Members (as defined in Paragraph 7(c) below) of Employee, partnerships
whose only partners are Employee or the Immediate Family Members of Employee,
limited liability companies whose only shareholders or members are Employee or
the Immediate Family Members of Employee, and trusts established solely for the
benefit of Employee or the Immediate Family Members of Employee, or (ii) to any
other persons or entities in the discretion of the Committee; provided, that any
subsequent transfers of a transferred option shall be prohibited except those in
accordance with Paragraph 7(a). Following transfer, any such option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer; provided, that for purposes of this Agreement,
the term "Employee" (except as used in the next succeeding sentence) shall be
deemed to refer to the transferee. The events of any termination of employment
set forth in Paragraph 1 above shall continue to be applied with respect to
Employee, following which any transferred options shall be exercisable by the
transferee only to the extent, and for the periods, specified in Paragraph 1
above.
(c) "Immediate Family Members" as used in this Agreement shall have the
meaning assigned thereto under the Plan, i.e., the spouse, former spouse,
children (including stepchildren) or grandchildren of an individual.
8. Defined Terms. Unless the context clearly indicates otherwise, the
capitalized terms used (and not otherwise defined) in this Agreement shall have
the meanings assigned to them under the provisions of the Plan.
9. Plan Provisions. By execution of this Agreement, Employee agrees
that the option and the Shares to be received upon exercise of the option shall
be governed by and subject to all applicable provisions of the Plan. This
Agreement is subject to the Plan, and the Plan shall govern where there is any
inconsistency between the Plan and this Agreement.
4
10. Construction. The option evidenced hereby is not an incentive stock
option under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as
amended. The headings of the paragraphs of this Agreement are inserted for
convenience only and shall not constitute a part hereof. This Agreement is
governed by, and shall be construed and enforced in accordance with, the laws of
the State of Texas, without regard to the principles of conflicts of laws
thereof, except to the extent Texas law is preempted by Federal law of the
United States or by the laws of the Cayman Islands.
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Address: NOBLE CORPORATION
00000 X. Xxxxx Xxxxxxx
Xxxxx 000 By
Xxxxx Xxxx, Xxxxx 00000 ------------------------------------
(000) 000-0000 Name:
Title:
Employee address:
----------------------------------- --------------------------------------
Employee
------------------------------------
------------------------------------
6
