Delaware | 001-07964 | 73-0785597 | ||
(State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.) | ||
1001 Noble Energy Way Houston, Texas | 77070 | |||
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | The end of Mr. Brown’s retention period was changed to January 31, 2015 (from June 30, 2014); |
• | Mr. Brown will be entitled to participate in the Company’s Short Term Incentive Plan (STIP) and his bonus under the STIP for 2014 will be no less than 100% of his target bonus under the STIP for the 2014 performance year, subject to his satisfaction of applicable requirements; |
• | The stock options and restricted stock granted to Mr. Brown on January 31, 2014 under the Company’s 1992 Stock Option and Restricted Stock Plan and will be eligible for post-retirement vesting through January 31, 2017 (similar to the treatment of Mr. Brown’s previous equity grants under the terms of the original Retention and Confidentiality Agreement); and |
• | The non-competition and non-solicitation provisions in Mr. Brown’s Retention and Confidentiality Agreement are extended until January 31, 2017. |
(d) | Exhibits. The following exhibit is furnished as part of this current report on Form 8-K: |
10.1 | Amendment to Retention and Confidentiality Agreement between Noble Energy, Inc. and Ted D. Brown, Senior Vice President, dated February 24, 2014, filed herewith. |
NOBLE ENERGY, INC. | ||||
Date: February 25, 2014 | By: | /s/ Arnold J. Johnson | ||
Arnold J. Johnson | ||||
Senior Vice President, General Counsel & Secretary | ||||
Exhibit No. | Description | |
10.1 | Amendment to Retention and Confidentiality Agreement between Noble Energy, Inc. and Ted D. Brown, Senior Vice President, dated February 24, 2014, filed herewith. |
1. | The Employee agrees that he will continue his employment with the Company until January 31, 2015 in a manner consistent with the provisions of the Agreement relating to his obligations during the Retention Period. In furtherance thereof, Section 1(b) of the Agreement is hereby amended so that the “Retention Period” shall mean the continued period of employment of the Employee until January 31, 2015, and the first sentence of Section 1(d) of the Agreement is hereby amended by replacing the reference to “June 30, 2014” in such sentence with “January 31, 2015.” |
2. | In consideration for the Employee’s agreement to continue his employment with the Company until January 31, 2015, the Company agrees as follows: |
(a) | 2014 STIP: If the Employee remains in compliance with the terms of the Agreement as amended herein as of January 31, 2015, upon his termination of employment with the Company on such date, the Employee will be entitled to receive a bonus pursuant to the Company’s 2014 Short Term Incentive Plan in an amount that is no less than 100% of the Employee’s target bonus under that plan for 2014, which amount shall be subject to applicable tax withholding and shall be paid no later than February 15, 2015. |
(b) | New Equity Grant: In consideration of the Employee’s agreements pursuant to this Amendment, including both his agreement to extend the Retention Period and his |
3. | In consideration of the Company’s agreement to provide previously undisclosed Confidential Information (as defined in the Agreement) to the Employee through the Retention Period (as extended by this Amendment) and the Employee’s agreement not to use or disclose such Confidential Information, the additional Post-Termination Vesting Benefits the Employee is entitled to receive in connection with this Amendment, and the additional compensation provided to the Employee in this Amendment including the cash bonus and the additional Equity Award grant provisions of Section 2 above, the Employee agrees that the non-competition and non-solicitation restrictive covenants in the Agreement shall be and hereby are extended through January 31, 2017. Accordingly, the first sentence |
4. | Except as provided in this Amendment, the parties agree that all of their other continuing covenants, rights, and obligations under the Agreement shall remain unmodified, shall remain in full force and effect, and shall continue in full force and effect, and nothing in this Amendment except as provided above shall act to cancel, amend, or supersede such continuing covenants, rights, and obligations. By signing this Amendment, the Employee represents and warrants to the Company that he has fully complied with and intends to fully comply with in the future all of his continuing covenants and obligations under the Agreement. The Employee further acknowledges his understanding that the Company has relied on this representation and warranty when signing this Amendment. |
5. | This Amendment constitutes the sole and entire agreement of the parties with respect to their first amendment of the Agreement and supersedes all prior verbal and written understandings and agreements between the parties relating to this Amendment. This Amendment may not be modified except in a writing signed by both parties. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. The delivery of this Amendment in the form of a clearly legible facsimile or electronically scanned .pdf version by e-mail shall have the same force and effect as delivery of the originally executed document. |
AGREED TO AS OF THE DATE FIRST STATED ABOVE. | ||||
NOBLE ENERGY, INC. | EMPLOYEE | |||
By: /s/ Charles D. Davidson | /s/ Ted D. Brown | |||
Name: Charles D. Davidson | Ted D. Brown | |||
Title: Chairman and CEO | ||||
Date Signed: February 24, 2014 | Date Signed: February 19, 2014 |