0000950129-08-002904 Sample Contracts

NOBLE CORPORATION PERFORMANCE-VESTED RESTRICTED STOCK AGREEMENT
Performance-Vested Restricted Stock Agreement • May 9th, 2008 • Noble Corp • Drilling oil & gas wells • Texas

The companies comprising the Competitor Group on the last NYSE trading day of the Performance Cycle shall be the companies used in the comparison for determining the Competitor Group performance measurement. If a Competitor Group company’s common equity security is no longer publicly traded on the last NYSE trading day of the Performance Cycle, then an appropriate proportionate adjustment will be effected over the remaining number of companies in the Competitor Group in making the determination of the Competitor Group measure; provided, however, that if the number of companies comprising the Competitor Group on the last NYSE trading day of the Performance Cycle is less than five, then, notwithstanding anything contained herein to the contrary, one hundred percent (100%) of the award will be based on performance relative to the companies in the Index, determined as described above, and the Competitor Group performance measure shall be inapplicable and not used in determining the overall

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NOBLE CORPORATION TIME-VESTED RESTRICTED STOCK AGREEMENT
Time-Vested Restricted Stock Agreement • May 9th, 2008 • Noble Corp • Drilling oil & gas wells • Texas

THIS ESCROW AGREEMENT, made as of the ___ day of ______, 20___, by and among Noble Corporation, a Cayman Islands exempted company limited by shares (the “Company”), ________________________(“Employee”), and the Company, as escrow agent (the “Escrow Agent”), pursuant to a Restricted Stock Agreement dated of even date herewith (the “Restricted Stock Agreement”) between the Company and Employee;

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