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0000950123-11-027759.txt : 20110322 0000950123-11-027759.hdr.sgml : 20110322 20110322163643 ACCESSION NUMBER: 0000950123-11-027759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110317 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110322 DATE AS OF CHANGE: 20110322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE ENERGY INC CENTRAL INDEX KEY: 0000072207 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 730785597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07964 FILM NUMBER: 11704275 BUSINESS ADDRESS: STREET 1: 100 GLENBOROUGH STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77067 BUSINESS PHONE: 2818723100 MAIL ADDRESS: STREET 1: 100 GLENBOROUGH STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77067 FORMER COMPANY: FORMER CONFORMED NAME: NOBLE AFFILIATES INC DATE OF NAME CHANGE: 20020426 FORMER COMPANY: FORMER CONFORMED NAME: NOBLE AFFILIATES INC DATE OF NAME CHANGE: 19920703 8-K 1 h80851e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 17, 2011

NOBLE ENERGY, INC.

(Exact name of Registrant as specified in its charter)


Delaware	001-07964	73-0785597

(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)


100 Glenborough, Suite 100
Houston, Texas		77067

(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code:		(281) 872-3100

(Former name, former address and former fiscal year, 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:


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))


Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 17, 2011, the Board of Directors (the “Board”) of Noble Energy, Inc. (the “Company”) approved an amendment to the 2005 Stock Plan for Non-Employee Directors of Noble Energy, Inc. (the “2005 Plan”) that eliminates automatic annual equity grants to non-employee directors. As amended, the 2005 Plan provides for discretionary annual grants of up to a maximum of 11,200 stock options and 4,800 shares of restricted stock for each non-employee director.

This amendment allows the Board to more consistently determine total annual non-employee director compensation that is comprised of annual retainer and committee fees and a value of equity grants, without being subject to an automatic equity grant each year. The effective date of the amendment is March 17, 2011.

A copy of the amendment to the 2005 Plan is attached hereto as Exhibit 10.1.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed as part of this current report on Form 8-K:


	10.1			Amendment to the 2005 Stock Plan for Non-Employee Directors of Noble Energy, Inc. dated effective March 17, 2011.

SIGNATURE

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


	NOBLE ENERGY, INC.
Date: March 22, 2011	By:	/s/ Arnold J. Johnson
		Arnold J. Johnson
		Senior Vice President, General Counsel & Secretary

INDEX TO EXHIBITS


Exhibit No.		Description
	10.1	Amendment to the 2005 Stock Plan for Non-Employee Directors of Noble Energy, Inc. dated effective March 17, 2011.

EX-10.1 2 h80851exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

AMENDMENT TO THE
2005 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
OF NOBLE ENERGY, INC.

Pursuant to the provisions of Section 6.03 thereof, the 2005 Stock Plan for Non-Employee Directors of Noble Energy, Inc. (the “Plan”) is hereby amended in the following respects only:

FIRST: Effective as of March 17, 2011, Section 3.01 of the Plan is hereby amended by restatement in its entirety to read as follows:

3.01 Grant of Options. No automatic Option grants shall be made pursuant to this Plan on or after March 17, 2011. At any time and from time to time the Board of Directors in its discretion may grant an Option to any Non-Employee Director, including a Non-Employee Director who previously has received automatic Option grants pursuant to the prior provisions of this Plan; provided, however, that the aggregate number of shares of Common Stock that may be subject to Options granted to a particular Non-Employee Director during any calendar year shall not exceed 11,200. Each Option granted pursuant to the Plan shall be subject to the restrictions, terms and conditions set forth in Section 3.02 below, and to such other restrictions (including forfeiture restrictions), terms and conditions not inconsistent therewith or with the other provisions of the Plan as shall be determined by the Board of Directors in its discretion at the time of the granting of such Option.

SECOND: Effective as of March 17, 2011, Section 4.01 of the Plan is hereby amended by restatement in its entirety to read as follows:

4.01 Grant of Stock Awards. No automatic Stock Award grants shall be made pursuant to this Plan on or after March 17, 2011. At any time and from time to time the Board of Directors may grant a Stock Award to any Non-Employee Director, including a Non-Employee Director who previously has received automatic Stock Award grants pursuant to the prior provisions of this Plan; provided, however, that the aggregate number of shares of Common Stock that may be subject to Stock Awards granted to a particular Non-Employee Director during any calendar year shall not exceed 4,800. Each Stock Award granted pursuant to the Plan shall be subject to the restrictions, terms and conditions set forth in Sections 4.02 and 4.03 below, and to such other restrictions (including forfeiture restrictions), terms and conditions not inconsistent therewith or with the other provisions of the Plan as shall be determined by the Board of Directors in its discretion at the time of the granting of such Stock Award.

THIRD: Effective as of March 17, 2011, the Plan shall be amended by adding the following new Section 6.07 to the end thereof:

Section 6.07 Internal Revenue Code Section 409A. The compensation payable by the Company to or with respect to a Holder or an Awardee pursuant to this Plan is intended to be compensation that is not subject to the tax imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Plan and the agreements evidencing the Options and Stock Awards shall be administered and construed to the fullest extent possible to reflect and implement such intent; provided, however, that any provision of this Plan or an agreement to the contrary notwithstanding, the Company and its Affiliates and their respective directors, officers, employees and agents do not guarantee any particular tax treatment with respect to the compensation payable pursuant to the Plan or an agreement, and shall not be responsible or liable for any such treatment.

IN WITNESS WHEREOF, this Amendment has been executed on this 22nd day of March 2011.


NOBLE ENERGY, INC.
By:	/s/ Charles D. Davidson
	Name:	Charles D. Davidson
	Title:	Chief Executive Officer

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