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): February 1, 2011
NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-07964
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73-0785597 |
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(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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100 Glenborough, Suite 100
Houston, Texas
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77067 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) |
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Compensatory Arrangements of Certain Officers. |
Effective February 1, 2011, amendments were made to the change of control arrangements for the
named executive officers and other employees of Noble Energy, Inc. (the Company) for the purpose
of eliminating certain tax gross-up payment obligations of the Company to such individuals.
Each of the following named executive officers is a party to a Change of Control Agreement
(the Individual Agreements) with the Company: Charles D. Davidson, Chairman and Chief Executive
Officer; David L. Stover, President and Chief Operating Officer; and Susan M. Cunningham, Senior
Vice President Exploration.
Kenneth M. Fisher, Senior Vice President and Chief Financial Officer, and Rodney D. Cook,
Senior Vice President International, are not parties to an Individual Agreement but participate
in the Companys Change of Control Severance Plan for Executives (the Executive Plan). Messrs.
Davidson and Stover and Ms. Cunningham do not participate in the Executive Plan.
The Individual Agreements and Executive Plan provide for severance benefits in the event that
a named executive officers involuntary separation from service occurs (other than by reason of
death, disability or a termination by the Company for cause) within two years after a change of
control of the Company. If such a separation from service occurs, the named executive officer is
entitled to receive certain severance benefits, including a lump sum payment equal to a multiple of
his or her annual cash compensation.
Prior to the February 1, 2011 amendments, the Individual Agreements and the Executive Plan
each contained a tax gross-up provision that obligated the Company to pay an additional amount to
the named executive officer if his or her benefits under an Individual Agreement, the Executive
Plan or any other Company arrangement were subject to the tax imposed on excess parachute payments
by Section 4999 of the Internal Revenue Code. The amendments to the Individual Agreements and the
Executive Plan eliminate this tax gross-up provision. As amended, the Individual Agreements and the
Executive Plan now require the Company either (1) to reduce the amount of certain severance
benefits otherwise payable under the Individual Agreement or the Executive Plan so that the
severance benefits payable thereunder will not be subject to the tax imposed by Section 4999 of the
Internal Revenue Code, or alternatively, (2) to pay the full amount of the severance benefits
payable under the Individual Agreement or the Executive Plan (but with no tax gross-up), whichever
produces the better after-tax result for the named executive officer.
The amendment to the Executive Plan is subject to the existing provision of the Executive Plan
that provides that such amendment will not be effective with respect to the named executive officer
if (1) a change of control of the Company occurs within the first year following the adoption of
such amendment, and (2) such amendment adversely affects the benefits or protections that were
provided by the Executive Plan to the named executive officer prior to such amendment.
The amendments to the Individual Agreements also provide that during the first year following
a change of control of the Company, the Company must provide the named executive officer with 30
days advance written notice of his or her involuntary separation from service for a reason other
than death, disability or a termination by the Company for cause.
Copies of the amendments to the Executive Plan and the Individual Agreements are attached
hereto as Exhibits 10.1 and 10.2, respectively.