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): December 3, 2009
NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
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| Switzerland |
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000-53604 |
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98-0619597 |
(State or Other
Jurisdiction of
Incorporation or
Organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
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| Dorfstrasse 19A |
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| Baar, Switzerland |
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6340 |
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(Zip Code) |
Registrant’s telephone number, including area code: 41 (41) 761 6555
(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:
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.
(e) On December 3, 2009, a subsidiary of Noble Corporation entered into amended and restated
change of control employment agreements with David W. Williams, our Chairman, President and Chief
Executive Officer, Julie J. Robertson, our Executive Vice President and Corporate Secretary, Thomas
L. Mitchell, our Senior Vice President, Chief Financial Officer, Treasurer and Controller and
William E. Turcotte, our Senior Vice President and General Counsel. The change of control
employment agreements were amended in connection with the requirements of Section 457A of the
Internal Revenue Code of 1986, as amended, to, among other things, (1) revise the definition of
“Good Reason,” require the employee to give notice of the conditions giving rise to a right to
terminate for Good Reason, and allow the company to remedy such condition after receiving notice
and (2) eliminate the employee’s right to elect to receive a cash settlement of stock options upon
a separation from service.
In connection with the execution of the change of control employment agreements, Noble
Corporation entered into Guaranty Agreements whereby Noble Corporation irrevocably and
unconditionally guarantees, as primary obligor, the due and punctual performance by each subsidiary
that is a party to a change of control employment agreement of such subsidiary’s agreements and
obligations under such change of control employment agreement.
The descriptions of the change of control employment agreements and guaranty agreements are
qualified in their entirety by reference to the Form of Employment Agreement and Guaranty
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated by
reference herein.
Item 9.01. Financial Statements and Exhibits.
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| EXHIBIT |
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| NUMBER |
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DESCRIPTION |
10.1
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Form of Employment Agreement and Guaranty Agreement |