8-K

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 15, 2008

NOBLE INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

Delaware	001-13581	38-3139487
(State or other jurisdiction of incorporation)	Commission File Number)	(IRS Employer Identification No.)

840 West Long Lake Road, Suite 601 Troy, Michigan	48098
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (248) 519-0700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 15, 2008, Robert J. Skandalaris, resigned from the Company. Mr. Skandalaris’ resignation is in connection with the Exercise of Sale Option Agreement (the “Option Agreement”) entered into between he and ArcelorMittal, SA. As part of his resignation, Mr. Skandalaris and the Company entered into a Severance and Release Agreement (the “Severance Agreement”), which incorporated, among other things, certain severance benefits to which Mr. Skandalaris was entitled to under the terms of his Employment Agreement with the Company dated January 1, 2002 and Amended May, 2003. The Severance Agreement is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Under the Severance Agreement, Mr. Skandalaris will receive his annual base salary for a period of three (3) years from the date of his resignation at a rate of $400,000 per year. In addition, Mr. Skandalaris will receive Company paid health care continuation for a period of three (3) years, as well as the use of a Company compensated administrative assistant for a period of two (2) years from the date of resignation. Mr. Skandalaris is also entitled to the use of approximately 1,100 square feet of office space within the Company’s corporate offices for a period of two (2) years at an annual rate of $1.00 per year.

Item 9.01. Financial Statement and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits. The following exhibit is being furnished herewith:
99.1	Severance and Release Agreement

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NOBLE INTERNATIONAL, LTD.,
	a Delaware corporation
	(registrant)
April 21, 2008	By:	/s/ Michael C. Azar
		Michael C. Azar
		Vice President and General Counsel

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EXHIBIT INDEX

No.	Description of Exhibit
99.1	Severance and Release Agreement

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EX-99.1

Exhibit 99.1

SEVERANCE AND RELEASE AGREEMENT

THIS AGREEMENT is made and entered into as of this the      day of April, 2008, by and between Robert J. Skandalaris (hereinafter “Skandalaris”), Noble International, Ltd. (hereinafter the “Company”) and any and all of its subsidiaries and affiliates (hereinafter referred to collectively as “Noble”).

AGREEMENT

WHEREAS, Skandalaris is currently an Officer of the Company and the Chairman of the Board of Directors.

WHEREAS, on or about January 1, 2002, Skandalaris entered into an employment agreement with the Company.

WHEREAS, Skandalaris and Noble agree that it would be in their best interests to sever their employment relationship;

WHEREAS, Skandalaris and Noble have met and reached a full agreement and understanding concerning the severance of their employment relationship;

WHEREAS, this Severance and Release Agreement is intended to set forth, and does set forth, all terms and conditions of Skandalaris’ termination of employment.

NOW, THEREFORE, the parties to this Severance and Release Agreement have mutually and voluntarily agreed to resolve their disputes in sole consideration for the promises and covenants set forth as follows:

1. Upon the execution of this Severance and Release Agreement by the parties, Skandalaris voluntarily resigns from his employment with Noble effective no later than April 21, 2008. Skandalaris shall resign from all positions and offices held with Noble, its entities and affiliates.

2. The Company agrees to pay Skandalaris severance payments equal to One Million Two Hundred Thousand and 00/100 Dollars ($1,200,000.00), to be paid in equal installments over a period of three (3) years from the date hereof, consistent with the Company’s current payroll period and practices , subject to deductions for local, state, federal or FICA taxes, as applicable.

3. The Company shall continue Skandalaris’ currently elected health care for a period of three (3) years from the date hereof (the “Health Care Coverage Period”) either directly through a Company sponsored plan or through payment of his COBRA. All other perquisites and other employee benefits shall cease immediately.

4. For a period of two (2) years from the date hereof, the Company shall (a) provide the use of certain space within the Company’s corporate offices pursuant to the terms of a Sublease to be entered into between the Company and Quantum Ventures of Michigan, LLC, (b) provide Robert J. Skandalaris with an administrative assistant at an annual salary not to exceed Fifty Thousand Dollars ($50,000.00), plus normal and ordinary benefits provided by the Company (the “Administrative Assistant”), provided, however, that the administrative assistant shall not be eligible for any incentive bonuses provided by the Company; and (c) IT services and support on behalf of Quantum Ventures of Michigan, LLC.

5. Skandalaris, on behalf of himself, his agents, representatives, executors, heirs, administrators, assigns and all those acting on his behalf, agrees to release, acquit, and forever discharge Noble, its agents, employees, officers, directors, subsidiaries and related or controlled entities, affiliates, parent, shareholders, representatives, executors, heirs, administrators, successors, and assigns (“Released Parties”) from any and all claims and causes of action for personal or monetary relief, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, liquidated or unliquidated, which he ever had or now has against the Released Parties, relating to his employment or his service as officer or Director of Noble, including but not limited to all claims and/or causes of action in any way related to Skandalaris’ hire,

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employment or termination of employment, including, but not limited to, any claims of discrimination, breach of contract, actual and/or constructive discharge, retaliation or defamation (“Released Claims”). This release also includes, but is not limited to, any claims under the federal Age Discrimination in Employment Act of 1967 (as amended) (ADEA) and the Older Workers Benefit Protection Act (OWBPA), which prohibits discrimination on the basis of age. Skandalaris waives and releases any and all rights, entitlements or benefits provided in his Employment Agreement effective January 1, 2002, Amendment Number 1 to Employment Agreement effective May, 2003, or any other Employment Agreements or Amendments (“Employment Agreement”). Skandalaris agrees and acknowledges that other than the consideration contained in Paragraphs 2-4 of this Severance and Release Agreement, he is not entitled to any other compensation whatsoever including but not limited to severance payment, present or future commissions or bonuses, stock or stock options, or any other additional monies, benefits or payment from Noble and the Released Parties, in connection with his role as an employee of Noble. Skandalaris also agrees to refrain from initiating a lawsuit involving any of the Released Claims against the Released Parties for any reason other than for breach of this Severance and Release Agreement.

6. To the fullest extent permitted by the Company’s Certificate of Incorporation and By-laws and the Delaware General Corporation Law, Noble hereby releases Skandalaris from any and all claims and causes of action currently known or suspected (“Currently Known or Suspected Claims”) which it ever had or now has against Skandalaris and agrees to indemnify and hold Skandalaris harmless against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters relating to Skandalaris’ employment as an employee or officer, as well as his conduct as a Director of Noble, with the exception of any intentional crimes or reckless, illegal or unlawful actions committed by Skandalaris falling outside the scope of his duties as an employee, officer or Director of Noble.

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7. The parties acknowledge that they may in the future discover facts different from or in addition to those which they now know or believe to be true with respect to the matters which are the subject of this Severance and Release Agreement and agree that this Severance and Release Agreement shall remain in effect in all respects, notwithstanding the discovery or existence of different or additional facts. However, this Severance and Release Agreement does not waive or release any claims or rights that arise in the future. The parties intend this Agreement to release fully, finally and forever the Released Claims described in Paragraph 5 and the Currently Known or Suspected Claims described in Paragraph 6, and to further this intention the parties agree that this Severance and Release Agreement shall remain in effect and enforceable as full and complete release of such Released Claims and such Currently Known or Suspected Claims, respectively, notwithstanding the discovery or existence of different or additional facts relevant to those claims. Notwithstanding any provision in this Severance and Release Agreement to the contrary, such releases shall not release any duties or obligations of either party under this Severance and Release Agreement.

8. Skandalaris shall continue to be indemnified for acts and omissions occurring on or prior to the date hereof to the fullest extent permitted under applicable law and pursuant to the corporate governance documents of the Company in accordance with their terms as in effect from time to time. The Company agrees that for purposes of this Section it shall interpret and/or apply any provision of applicable law or any corporate governance document relating to indemnification (including advancement of expenses) with respect to Skandalaris in a manner consistent with how such provisions are interpreted and applied by the Company . Skandalaris shall be covered under the Company’s directors’ and officers’ liability insurance policies in effect from time to time on the same basis that other former directors and officers are covered.

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9. In entering into this Severance and Release Agreement, each party warrants that they or it have done so voluntarily and of their own accord without reliance on any inducement, promise or representation by any other party except those which are expressly set forth in this Severance and Release Agreement. Skandalaris represents and warrants that he has the sole right and exclusive authority to execute this Severance and Release Agreement; and that he has not sold, signed, transferred, conveyed or otherwise disposed of any claim or demand relating to any matter covered in this Severance and Release Agreement.

10. The parties agree to act hereafter in a professional and non-retaliatory manner, refraining from making disparaging remarks, innuendos, gestures, insinuations, actions, or other verbal, nonverbal, written, electronic or other similar such expression concerning each other.

11. Skandalaris agrees that if contacted by Noble, for information relating to business operations or other matters, he will be responsive, cooperative and, if necessary, make himself available (at a time convenient to Skandalaris). Skandalaris also agrees to cooperate with respect to the defense of any lawsuit that relates to his performance of his duties while employed at Noble. Such cooperation includes meeting with Noble’s attorneys at reasonable dates and times, providing requested information.

12. In consideration of the recitals and the mutual agreements contained herein, for the periods prescribed in Article IV of the Employment Agreement and Article IV of the Standstill and Stockholder Agreement, dated as of August 31, 2007, among Noble, Skandalaris and ArcelorMittal (formerly called Arcelor), Skandalaris shall not, without Noble’s and ArcelorMittal’s (as applicable) prior written consent, breach, violate or fail to comply with any of the provisions of such articles; provided, however, that Skandalaris may solicit the employment of, and may hire, James Lee Skandalaris and Michael C. Azar.

13. In consideration of the recitals and the mutual agreements contained herein, Skandalaris acknowledges that he remains obligated to keep confidential and not disclose or use, directly or indirectly,

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on his own behalf or on behalf of any other person or business entity, any Confidential Information obtained through his employment as long as the information remains confidential. “Confidential Information” is defined as oral or written, financial, technical and other information concerning the business affairs and potential or proposed business affairs of Noble that is not generally known in the trade or industry and that Noble considers to be confidential including, but not limited to that relating to the property, business, financing, marketing, business methods, pricing, sales, technology, processes, procedures, plans, projections, strategy, business developments, trade secrets, proprietary information, service capabilities, potential transactions, engagements, customers and methods of Noble and/or its parent and affiliated entities. Skandalaris acknowledges that a breach or threatened breach of this paragraph will result in Noble suffering irreparable harm that cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, Noble is entitled to equitable relief, including interim or permanent injunctive relief, specific performance, or other equitable remedies in the event of any breach of this or any of the other of the provisions of this agreement, in addition to all other remedies which may be available to Noble.

14. In the event that Skandalaris is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any trade secrets, confidential or proprietary information, it is agreed that Skandalaris will provide Noble with prompt notice of any such request or requirement (written if practical) so that Noble may seek an appropriate protective order or waive Skandalaris’ compliance with the provisions of this agreement. In any event, Skandalaris will not oppose action by Noble to obtain appropriate protective order or other relief.

15. In the event that any legal action is commenced by any party to seek enforcement of this Severance and Release Agreement or damages for its breach, the prevailing party shall be entitled to recover its costs and reasonable attorney fees incurred in connection with that action.

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16. Skandalaris understands and agrees that he has been given 21 days (or more) within which to consider this Severance and Release Agreement. Skandalaris has read and fully understands the terms of this Severance and Release Agreement.

17. Skandalaris understands and agrees that he may revoke this Severance and Release Agreement for a period of seven (7) calendar days following the execution of this Severance and Release Agreement (the “Revocation Period”). This Severance and Release Agreement is not effective until this revocation period has expired. Skandalaris understands that any revocation, to be effective, must be in writing and either (a) postmarked within seven (7) days of execution of this Severance and Release Agreement and addressed to Michael Azar, Noble International, Ltd., 840 West Long Lake Road, Suite 601, Troy Michigan 48098 or (b) hand-delivered within seven (7) days of execution of this Severance and Release Agreement to Michael Azar. Skandalaris understands that if revocation is made by mail, mailing by certified mail, return receipt requested, is recommended to show proof of mailing. No payments under this Agreement will be made until the expiration of the seven-day revocation period.

18. No waiver, modification or amendment of any term, condition or provision of this Severance and Release Agreement shall be valid or have any force or effect unless made in writing and signed by the parties.

19. Skandalaris acknowledges that he has read this Severance and Release Agreement and that he understands the contents and the meaning and effect thereof. Skandalaris acknowledges that he was advised to consult with an attorney prior to signing the Agreement, and that he has signed this Severance and Release Agreement voluntarily without any duress or coercion. Each party shall bear its own costs and attorneys fees.

20. This Severance and Release Agreement is made and entered into in the State of Michigan and shall be interpreted, enforced and governed under the law of that State. Any action or proceeding

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relating to or arising out of this Severance and Release Agreement shall be brought and maintained in the Macomb County Circuit Court and the parties hereby submit to the exclusive jurisdiction of such court and stipulate that such forum is convenient to the parties for the purpose of trial of such action or proceeding.

21. In the event that any covenant, condition or other provision contained in this Agreement is held to be invalid, void or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way effect, impair or invalidate any other covenant, condition or other provision contained in this Agreement.

22. This Severance and Release Agreement is deemed drafted by all parties.

23. This Severance and Release Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

ROBERT J. SKANDALARIS

NOBLE INTERNATIONAL, LTD.

BY:

ITS:

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