def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under Rule 14a-12
NOBLE CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing. |
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NOBLE
CORPORATION
Dorfstrasse 19A
6340 Baar
Zug, Switzerland
INVITATION TO ANNUAL GENERAL
MEETING OF SHAREHOLDERS
To Be Held On April 29, 2011
To the Shareholders of Noble Corporation:
The annual general meeting of shareholders of Noble Corporation,
a Swiss corporation (the Company), will be held on
April 29, 2011, at 3:00 p.m., local time, at the
Parkhotel Zug, Industriestrasse 14, Zug, Switzerland.
Agenda
Items
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(1)
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Election of Directors.
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Proposal
of the Board of Directors
The Board of Directors proposes that the directors set forth
below be reelected for a three-year term that will expire in
2014:
Lawrence J. Chazen;
Jon A. Marshall; and
Mary P. Ricciardello.
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(2)
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Approval of the 2010 Annual Report, the Consolidated
Financial Statements of the Company for Fiscal Year 2010 and the
Statutory Financial Statements of the Company for Fiscal Year
2010.
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Proposal
of the Board of Directors
The Board of Directors proposes that our shareholders approve
the 2010 Annual Report, the consolidated financial statements
for fiscal year 2010 and the statutory financial statements for
fiscal year 2010.
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(3)
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Creation of Reserve Through Appropriation of Retained
Earnings.
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Proposal
of the Board of Directors
The Board of Directors proposes that our shareholders approve
the appropriation of Swiss francs (CHF) 345,073,345 of the
Companys retained earnings at December 31, 2010 to a
reserve for treasury shares. This reserve would be established
and utilized to cancel treasury shares pursuant to
Proposal (4), once such cancellation of treasury shares is
approved and executed.
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(4)
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Capital Reduction by Cancellation of Certain Shares Held
in Treasury.
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Proposal
of the Board of Directors
The Board of Directors proposes that our shareholders approve a
capital reduction through a cancellation of
10,115,693 shares held in treasury and the amendment to
Article 4 of our Articles of Association accordingly.
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(5)
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Extension of Board Authority to Issue Authorized Share
Capital.
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Proposal
of the Board of Directors
The Board of Directors proposes that our shareholders extend the
Boards authority to issue up to 133,075,000 shares
until April 28, 2013 and approve the amendment to
Article 6 paragraph 1 of our Articles of Association
accordingly. The maximum number of issuable shares corresponds
to approximately 48.2% of our registered share capital as of
March 10, 2011, and 50% of our registered share capital
after giving effect to the capital reduction described in
Proposal (4).
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(6)
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Return of Capital in the Form of a Par Value Reduction.
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Proposal
of the Board of Directors
The Board of Directors proposes to pay a return of capital
through a reduction of the par value of our shares in an
aggregate amount equal to CHF 0.52 per share, which is equal to
approximately USD $0.56 using the currency exchange rate as
published by the Swiss National Bank on March 10, 2011
(0.9331 CHF/1.0 USD), and to pay such amount in four
installments of CHF 0.13 per share in August 2011, November
2011, February 2012 and May 2012. Actual distribution payments
will be subject to the satisfaction of applicable Swiss law
requirements and may vary due to fluctuations in the Swiss
franc/U.S. dollar exchange rate between now and each
distribution payment date. This reduction in the par value of
our shares would have the effect of reducing the current share
capital of the Company by an aggregate amount of CHF
143,658,160.36 (based on registered share capital as of
March 10, 2011) or CHF 138,398,000 (after giving
effect to the capital reduction described in Proposal (4)) (such
amounts subject to any adjustment based on the Companys
actual share capital as of the time of the application to the
Commercial Registry of the Canton of Zug for the registration of
each portion of the capital reduction).
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(7)
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Ratification of Appointment of PricewaterhouseCoopers LLP as
Independent Registered Public Accounting Firm for Fiscal Year
2011 and Election of PricewaterhouseCoopers AG as Statutory
Auditor.
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Proposal
of the Board of Directors
The Board of Directors proposes that our shareholders ratify the
appointment of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for fiscal year
2011 and that PricewaterhouseCoopers AG be elected as the
Companys statutory auditor pursuant to the Swiss Code of
Obligations for a one-year term commencing on the date of the
2011 annual general meeting of shareholders and terminating on
the date of the 2012 annual general meeting of shareholders.
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(8)
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Discharge of the Members of the Board of Directors and the
Executive Officers for Fiscal Year 2010.
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Proposal
of the Board of Directors
The Board of Directors proposes that our shareholders discharge
the members of the Board of Directors and the executive officers
from personal liability for fiscal year 2010.
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(9)
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An Advisory Vote on the Companys Executive
Compensation.
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Proposal
of the Board of Directors
The Board of Directors proposes that our shareholders, in an
advisory vote, approve the compensation of the Companys
named executive officers.
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(10)
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An Advisory Vote on Whether An Advisory Vote on Executive
Compensation Will be Held Every One, Two or Three Years.
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Proposal
of the Board of Directors
The Board of Directors proposes that our shareholders, in an
advisory vote, approve a frequency of once every three years for
the submission to shareholders of an advisory vote on the
compensation of the Companys named executive officers.
Organizational
Matters
A copy of the proxy materials, including a proxy card, will be
sent to each shareholder registered in the Companys share
register as of the close of business, U.S. Eastern time, on
March 4, 2011. Any additional shareholders who are
registered with voting rights in the Companys share
register as of the close of business, U.S. Eastern time, on
April 11, 2011 or who notify the Companys Corporate
Secretary in writing of their acquisition of shares by such time
will receive a copy of the proxy materials after April 11,
2011. Shareholders who are not registered in the Companys
share register as of the close of business, U.S. Eastern
time, on April 11, 2011 or who have not notified the
Companys Corporate Secretary in writing (mail to Noble
Corporation, Attention: Corporate Secretary, Dorfstrasse 19A,
6340 Baar, Zug, Switzerland) of their acquisition of shares by
such time will not be entitled to attend, vote or grant proxies
to vote at, the 2011 annual general meeting. No shareholder will
be entered in or removed from the Companys share register
as a shareholder with voting rights between the close of
business, U.S. Eastern time, on April 11, 2011 and the
opening of business, U.S. Eastern time, on the day
following the annual general meeting. Computershare
Trust Company, N.A., as agent, which maintains the
Companys share register, will, however, continue to
register transfers of Noble Corporation shares in the share
register in its capacity as transfer agent during this period.
Shareholders who are registered with voting rights in the
Companys share register as of the close of business,
U.S. Eastern time, on April 11, 2011 or who have
notified the Companys Corporate Secretary in writing of
their acquisition of shares by such time (and who have had their
notice properly accepted by the Corporate Secretary) have the
right to attend the annual general meeting and vote their
shares, or may grant a proxy to vote on each of the proposals in
this invitation and any other matter properly presented at the
meeting for consideration to either the Company or the
independent representative, Mr. Joachim Kloter,
Kloter & Kohli Attorneys, by marking the proxy card
appropriately, executing it in the space provided, dating it and
returning it prior to close of business, U.S. Eastern time,
on April 28, 2011 either to:
Noble Corporation
c/o MacKenzie
Partners, Inc.
Corporate Election Services
P.O. Box 3230
Pittsburgh, PA
15230-9404
or, if granting a proxy to the independent representative:
Mr. Joachim Kloter
c/o Kloter &
Kohli Attorneys
Streulistrasse 28
P.O. Box
CH 8032 Zurich, Switzerland
Shares of holders who are registered with voting rights in the
Companys register as of the close of business,
U.S. Eastern time, on April 11, 2011 or who have
notified the Companys Corporate Secretary in writing of
their acquisition of shares by such time (and who have had their
notice properly accepted by the Corporate Secretary) and who
have timely submitted a properly executed proxy card and
specifically indicated their votes will be voted as indicated.
The Company or the independent representative, as applicable,
will vote shares of holders with voting rights who have timely
submitted a properly executed proxy card and have not
specifically indicated their votes (irrespective of whether a
proxy has been granted to the Company or the independent
representative) in the manner recommended by the Board of
Directors.
iii
If any other matters are properly presented at the meeting for
consideration, the Company and the independent representative,
as applicable, will vote on these matters in the manner
recommended by the Board of Directors.
Shareholders who hold their shares in the name of a bank,
broker or other nominee should follow the instructions provided
by their bank, broker or nominee when voting their shares.
Shareholders who hold their shares in the name of a bank, broker
or other nominee and wish to vote in person at the meeting must
obtain a valid proxy from the organization that holds their
shares.
We may accept a proxy by any form of communication permitted by
Swiss law and our Articles of Association.
Please note that shareholders attending the annual general
meeting in person or by proxy are required to show their proxy
card and proper identification on the day of the annual general
meeting. In order to determine attendance correctly, any
shareholder leaving the annual general meeting early or
temporarily is requested to present such shareholders
proxy card and proper identification upon exit.
Proxy
Holders of Deposited Shares
Institutions subject to the Swiss Federal Law on Banks and
Savings Banks as well as professional asset managers who hold
proxies for beneficial owners who did not grant proxies to the
Company or the independent representative are kindly asked to
inform the Company of the number and par value of the shares
they represent as soon as possible, but no later than
April 29, 2011, 2:00 p.m. Zug time, at the admission
desk for the annual general meeting.
Annual
Report, Consolidated Financial Statements
A copy of the 2010 Annual Report of the Company, including the
consolidated financial statements for fiscal year 2010, the
statutory financial statements for fiscal year 2010 and the
audit reports on such statements, are available for physical
inspection at the Companys registered office at
Dorfstrasse 19A, 6340 Baar, Zug, Switzerland. Copies of these
materials may be obtained without charge by contacting Investor
Relations at our offices at Dorfstrasse 19A, 6340 Baar, Zug,
Switzerland, telephone number 41
(41) 761-6555.
Your vote is important. All shareholders are
cordially invited to attend the meeting. We urge you, whether
or not you plan to attend the meeting, to submit your proxy by
completing, signing, dating and mailing the enclosed proxy or
voting instruction card in the postage-paid envelope
provided.
By Order of the Board of Directors
Julie J. Robertson
Secretary
Baar, Switzerland
March 14, 2011
iv
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL GENERAL MEETING TO BE HELD ON APRIL 29, 2011.
Our proxy
statement and 2010 Annual Report are available at
www.noblecorp.com/2011proxymaterials
The U.S. Securities and Exchange Commission has adopted a
Notice and Access rule that allows companies to
deliver a Notice of Internet Availability of Proxy Materials
(the Notice) to shareholders in lieu of a paper copy
of the proxy statement, the glossy annual report to
shareholders, which includes our Annual Report on
Form 10-K
for the year ended December 31, 2010, and the 2010
statutory financials, including the audit reports on the 2010
consolidated financial statements and on the 2010 statutory
financials (the 2010 Annual Report), and related
materials (collectively, the proxy materials).
Accordingly, on March 14, 2011, we will start mailing the
Notice to our shareholders and will post our proxy materials on
the website referenced in the Notice
(www.noblecorp.com/2011proxymaterials).
The Notice will instruct you as to how you may access and review
the information in the proxy materials. Alternatively, you may
order a paper copy of the proxy materials at no charge by
following the instructions provided in the Notice.
In addition, we intend to mail a paper copy of the proxy
materials to any other shareholder who is a shareholder of
record on April 11, 2011 but was not a shareholder on
March 4, 2011.
v
TABLE OF
CONTENTS
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A-1-1
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A-2-1
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NOBLE
CORPORATION
Dorfstrasse 19A
6340 Baar
Zug, Switzerland
PROXY STATEMENT
For Annual General Meeting of Shareholders
To Be Held on April 29, 2011
GENERAL
This proxy statement is furnished to shareholders of Noble
Corporation, a Swiss company (Noble Switzerland), in
connection with the solicitation by our board of directors
(Board) of proxies for use at the annual general
meeting of shareholders to be held on April 29, 2011 at
3:00 p.m., local time, at the Parkhotel Zug,
Industriestrasse 14, Zug, Switzerland, and for the purposes set
forth in the accompanying notice. The approximate date of first
mailing of this proxy statement and the accompanying proxy or,
in the case of participants in the Noble Drilling Corporation
401(k) Savings Plan, voting instruction card is March 14,
2011.
Background
of the Company
In March 2009, Noble Corporation, a Cayman Islands company
(Noble Cayman), completed a series of transactions
pursuant to which Noble Cayman, by way of schemes of arrangement
under Cayman Islands law, became a wholly owned subsidiary of
Noble Switzerland (the Transaction). In the
Transaction, Noble Switzerland issued one of its shares in
exchange for each ordinary share of Noble Cayman. In addition,
Noble Switzerland issued approximately 15 million of its
shares to Noble Cayman for future use to satisfy its obligations
to deliver shares in connection with awards granted under its
employee benefit plans and other corporate purposes. The
Transaction effectively changed the place of incorporation of
the publicly traded parent of the Noble group of companies from
the Cayman Islands to Switzerland.
References to the Company, we,
us, or our for periods before
March 27, 2009 include Noble Cayman together with its
subsidiaries, unless the context indicates otherwise. References
to the Company, we, us or
our for periods from and after March 27, 2009
include Noble Switzerland together with its subsidiaries, unless
the context indicates otherwise.
Proxies
and Voting Instructions
A proxy card is being sent with this proxy statement to each
holder of shares registered in the Companys register as of
the close of business, U.S. Eastern time, on March 4,
2011. In addition, a proxy card will be sent with this proxy
statement to each additional holder of shares who is registered
with voting rights in the Companys register as of the
close of business, U.S. Eastern time, on April 11,
2011 (which is effectively the record date for the meeting) or
who notifies the Companys Corporate Secretary in writing
of their acquisition of shares by such time. If you are
registered as a shareholder in the Companys register as of
the close of business, U.S. Eastern time, on April 11,
2011 or you have notified the Companys Corporate Secretary
in writing of your acquisition of shares by such time (and your
notice has been properly accepted by the Corporate Secretary),
you may grant a proxy to vote on each of the proposals described
in this proxy statement and any other matter properly presented
at the meeting for consideration to either the Company or the
independent representative, Mr. Joachim Kloter,
Kloter & Kohli Attorneys, by marking your proxy card
1
appropriately, executing it in the space provided, dating it and
returning it prior to the close of business, U.S. Eastern
time, on April 28, 2011 either to:
Noble Corporation
c/o MacKenzie
Partners, Inc.
Corporate Election Services
P.O. Box 3230
Pittsburgh, PA
15230-9404
or, if granting a proxy to the independent representative:
Mr. Joachim Kloter
c/o Kloter &
Kohli Attorneys
Streulistrasse 28
P.O. Box
CH 8032 Zurich, Switzerland
Please sign, date and mail your proxy card in the envelope
provided.
If you hold your shares in the name of a bank, broker or
other nominee, you should follow the instructions provided by
your bank, broker or nominee when voting your
shares. In particular, if you hold your shares in
street name through The Depository
Trust Company (DTC), you should follow the
procedures typically applicable to voting of securities
beneficially held through DTC because Cede & Co., as
nominee of DTC, has been registered with voting rights in the
Companys share register with respect to such shares.
Although the Company is organized under Swiss law, the Company
is subject to the SEC proxy requirements and the applicable
corporate governance rules of the New York Stock Exchange
(NYSE), where its shares are listed, and has not
imposed any restrictions on trading of its shares as a condition
of voting at the annual general meeting. In particular, the
Company has not imposed any share blocking or
similar transfer restrictions of a type that might be associated
with voting by holders of bearer shares or American Depositary
Receipts and has not issued any bearer shares or American
Depositary Receipts.
Under NYSE rules, brokers who hold shares in street name for
customers have the authority to vote on routine
proposals when they have not received instructions from
beneficial owners, but are precluded from exercising their
voting discretion for proposals for non-routine
matters. Proxies submitted by brokers without instructions from
customers for these non-routine matters are referred to as
broker non-votes. The following proposals are
non-routine matters under NYSE rules: Proposal (1)
(Election of Directors), Proposal (4) (Capital Reduction by
Cancellation of Certain Shares Held in Treasury),
Proposal (6) (Return of Capital in the Form of a Par Value
Reduction), Proposal (9) (Advisory Vote on Executive
Compensation) and Proposal (10) (Advisory Vote on Frequency
of Executive Compensation Advisory Vote).
If you were a holder with voting rights on April 11, 2011
and have timely submitted a properly executed proxy card and
specifically indicated your votes, your shares will be voted as
indicated. If you were a holder with voting rights on
April 11, 2011 and you have timely submitted a properly
executed proxy card and have not specifically indicated your
votes (irrespective of whether a proxy has been granted to the
Company or the independent representative), the Company or the
independent representative, as applicable, will vote your shares
in the manner recommended by our Board.
There are no other matters that our Board intends to present, or
has received proper notice that others will present, at the
annual general meeting. If any other matters are properly
presented at the meeting for consideration, the Company and the
independent representative, as applicable, will vote any proxies
submitted to them on these matters in the manner recommended by
our Board.
You may revoke your proxy at any time prior to its exercise by:
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giving written notice of the revocation to our Corporate
Secretary, with respect to proxies granted to the Company, or to
the independent representative at the address set forth above,
with respect to proxies granted to the independent
representative, in each case before April 29, 2011;
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notifying our Corporate Secretary at least two hours before the
time the meeting is scheduled to begin, with respect to proxies
granted to the Company, or notifying the independent
representative at least two hours before the time the meeting is
scheduled to begin, with respect to proxies granted to the
independent representative, and appearing at the annual general
meeting and voting in person; or
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properly completing and executing a later-dated proxy and
delivering it to our Corporate Secretary or the independent
representative, as applicable, at or before the meeting.
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If you attend the annual general meeting in person without
voting, this will not automatically revoke your proxy. If you
revoke your proxy during the meeting, this will not affect any
vote previously taken. If you hold shares through someone else,
such as a bank, broker or other nominee, and you desire to
revoke your proxy, you should follow the instructions provided
by your bank, broker or other nominee.
If you were a participant in the Noble Drilling Corporation
401(k) Savings Plan as of the close of business,
U.S. Eastern time, on March 4, 2011 or April 11,
2011, you should receive a voting instruction card for shares
held in the Plan. You can provide instructions to the plan
trustee as to how to vote shares held in the plan by completing,
signing, dating and mailing the voting instruction card in the
postage-paid envelope.
Presence
Quorum
The presence of shareholders, in person or by proxy, holding at
least a majority of the total shares entitled to vote at the
annual general meeting will constitute a presence quorum for
purposes of all proposals. For all proposals, abstentions and
broker non-votes will be counted as present for
purposes of determining whether there is a presence quorum.
Votes
Required
Each share is entitled to one vote.
Approval of the proposal to reelect the three nominees named in
the proxy statement as directors (Agenda Item (1))
requires the affirmative vote of a plurality of the votes cast
in person or by proxy. The plurality requirement means that the
director nominee with the most votes for a board seat is elected
to that board seat.
Approval of the proposal to extend our Boards authority to
issue authorized share capital (Agenda Item (5)) requires
the affirmative vote of at least two-thirds of the shares
represented in person or by proxy at the annual general meeting
(which will also satisfy the requirement for approval of the
absolute majority of the par value of such shares).
Approval of each of the following proposals requires the
affirmative vote of a majority of the votes cast on such
proposal at the annual general meeting in person or by proxy:
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the proposal to approve the 2010 Annual Report, the consolidated
financial statements of the Company for fiscal year 2010 and the
statutory financial statements of the Company for fiscal year
2010 (Agenda Item (2));
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the proposal to create of reserve through appropriation of
retained earnings (Agenda Item (3));
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the proposal to reduce the Companys share capital by
cancellation of certain shares held in treasury (Agenda Item
(4));
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the proposal to pay a return of capital in the form of a par
value reduction (Agenda Item (6));
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the proposal to ratify the appointment of PricewaterhouseCoopers
LLP as the Companys independent registered public
accounting firm for 2011 and to elect PricewaterhouseCoopers AG
as the Companys statutory auditor for a one-year term
(Agenda Item (7));
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the proposal to discharge the members of our Board and our
executive officers for fiscal year 2010 (Agenda Item (8));
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the advisory vote on executive compensation (Agenda Item
(9)); and
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the advisory vote on the frequency of the executive compensation
advisory vote (Agenda Item (10)).
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Abstentions and broker non-votes will have no effect on the
proposals in Agenda Item (1) (the election of directors),
Agenda Item (2) (approval of the 2010 Annual Report, the
consolidated financial statements of the Company for fiscal year
2010 and the statutory financial statements of the Company for
fiscal year 2010), Agenda Item (3) (creation of a reserve
through appropriation of retained earnings), Agenda Item (4)
(approval of a capital reduction by cancellation of certain
shares held in treasury), Agenda Item (6) (approval of a
return of capital in the form of a par value reduction),
Agenda Item (7) (the ratification of appointment of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for fiscal year 2011 and
election of PricewaterhouseCoopers AG as the Companys
statutory auditor), Agenda Item (8) (discharge of the
members of our Board and our executive officers), Agenda Item
(9) (advisory vote on executive compensation) and Agenda
Item (10) (advisory vote on the frequency of the executive
compensation advisory vote). The votes of any member of our
Board or any of our executive officers will not be counted
towards the proposal to discharge the members of our Board and
our executive officers.
Abstentions and broker non-votes will be the equivalent of a
vote against the proposal in Agenda Item (5) (extension
of Board authority to issue authorized share capital).
Record
Date
Only shareholders of record as of the close of business,
U.S. Eastern time, on April 11, 2011 are entitled to
notice of, to attend, and to vote or to grant proxies to vote
at, the annual general meeting. No shareholder will be entered
in or removed from the Companys share register with voting
rights between the close of business, U.S. Eastern time, on
April 11, 2011 and the opening of business,
U.S. Eastern time, on the day following the annual general
meeting.
PROPOSAL 1
ELECTION
OF DIRECTORS
Our Articles of Association provide for three classes of
directors, with approximately one-third of the directors
constituting our Board being elected each year to serve a
three-year term. Three directors compose the class whose term
expires at the 2011 annual general meeting: Lawrence J. Chazen,
Jon A. Marshall and Mary P. Ricciardello.
The nominating and corporate governance committee of our Board
has approved, and our Board has unanimously nominated,
Mr. Chazen, Mr. Marshall and Ms. Ricciardello for
re-election as directors of the Company to serve three-year
terms expiring in 2014.
The directors nominated for re-election at the annual general
meeting will be elected by a plurality of the votes cast by the
shareholders present in person or by proxy at the meeting. All
duly submitted and unrevoked proxies will be voted for the
nominees nominated by our Board, except where authorization so
to vote is withheld.
Recommendation
Our Board unanimously recommends that shareholders vote FOR
the re-election of its nominees for director.
Information about the directors nominated for re-election at the
annual general meeting, and the directors whose terms do not
expire at the annual general meeting, is presented below. When
assessing the qualifications of a particular person to serve as
a director, our nominating and corporate governance committee
and our Board consider an individual candidates experience
as well as the collective experiences of our Board members taken
as a whole. The members of our Board, including the directors
nominated for re-election, have a variety of experiences and
attributes that qualify them to serve on our Board, including
accounting, finance and legal experience, extensive senior
management experience in the energy industry, including oil and
gas and offshore drilling, and experience as directors of other
public companies. Certain members also possess valuable
historical knowledge of the Company and our industry by virtue
of their previous service on our Board.
4
NOMINEES
FOR DIRECTORS
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Lawrence J. Chazen,
age 70, director since 1994
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Mr. Chazen has served since 1977 as Chief Executive Officer of
Lawrence J. Chazen, Inc., a California registered
investment adviser engaged in providing financial advisory
services. Mr. Chazen brings to our Board a strong financial
background, knowledge of the drilling industry and a history
with the Company as a director for over 15 years.
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Jon A. Marshall,
age 59, director since 2009
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Mr. Marshall served as President and Chief Operating Officer of
Transocean Inc. from November 2007 to May 2008, and immediately
prior to that served as Chief Executive Officer of GlobalSantaFe
Corporation from May 2003 until November 2007, when
GlobalSantaFe merged with Transocean. Transocean is an offshore
drilling contractor. Mr. Marshall has not held a principal
employment since leaving his position with Transocean. Mr.
Marshall is a director of Cobalt International Energy, Inc. and
also serves as a director of two non-profit organizations. Mr.
Marshall brings to our Board experience in executive positions
and experience as a director for public offshore drilling
companies.
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Mary P. Ricciardello,
age 55, director since 2003
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Ms. Ricciardello served as Senior Vice President and Chief
Accounting Officer of Reliant Energy, Inc. from January 2001 to
August 2002, and immediately prior to that served as its Senior
Vice President and Comptroller from September 1999 to January
2001 and as its Vice President and Comptroller from 1996 to
September 1999. Ms. Ricciardello also served as Senior Vice
President and Chief Accounting Officer of Reliant Resources,
Inc. from May 2001 to August 2002. Reliant principally provides
electricity and energy services to retail and wholesale
customers. Ms. Ricciardellos current principal occupation
is as a certified public accountant, and she has not held a
principal employment since leaving her positions with Reliant
Energy, Inc. and Reliant Resources, Inc. in August 2002. Ms.
Ricciardello is also a director of Devon Energy Corporation and
several non-profit organizations. Ms. Ricciardello also served
as a director of U.S. Concrete, Inc. from 2003 until August
2010. Ms. Ricciardello brings to our Board extensive accounting
experience and experience from service on the boards of multiple
public companies.
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Class Whose Term
Expires In 2012
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Julie H. Edwards,
age 52, director since 2006
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Ms. Edwards served as Senior Vice President of Corporate
Development of Southern Union Company from November 2006 to
January 2007, and immediately prior to that served as its Senior
Vice President and Chief Financial Officer from July 2005 to
November 2006. Southern Union is primarily engaged in the
transportation and distribution of natural gas. Prior to joining
Southern Union, Ms. Edwards served as Executive Vice
President Finance and Administration and Chief
Financial Officer for Frontier Oil Corporation in Houston since
2000. She joined Frontier Oil in 1991 as Vice
President Secretary and Treasurer after serving as
Vice President of Corporate Finance for Smith Barney, Harris,
Upham & Co., Inc., New York and Houston, from 1988 to 1991,
after joining the company as an associate in 1985. Ms. Edwards
has not held a principal employment since retiring from Southern
Union. Ms. Edwards is also a director of ONEOK, Inc. and ONEOK
Partners GP, L.L.C. Ms. Edwards served as a director of the
NATCO Group, Inc. from 2004 until its merger with Cameron
International Corporation in 2009. Ms. Edwards brings to our
Board experience in finance and senior management positions for
multiple energy companies and experience as a director of
several public companies.
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Marc E. Leland,
age 72, director since 1994
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Mr. Leland has served since 1984 as President of Marc E. Leland
& Associates, Inc., a company engaged in the business of
providing financial advisory services. During his career, Mr.
Leland has served as Assistant Secretary of the Treasury for
International Affairs, Senior Advisor at the Mutual Balanced
Force Reduction Negotiations in Vienna, Austria, a partner in
the law firms of Proskauer, Rose, Goetz & Mendelsohn and
Cerf, Robinson & Leland, General Counsel to the Peace
Corps, a faculty fellow at Harvard Law School and a Ford
Foundation fellow at the Institute of Comparative Law in Paris,
France. Mr. Leland has previously served as a director of
numerous public companies, including Avon Products, Inc. and
S.G. Warburg & Co. Mr. Leland also serves as a director of
several non-profit organizations. Mr. Leland brings to our Board
a strong financial and legal background and knowledge of the
drilling industry and the Company by virtue of his service as a
director of the Company for over 15 years.
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David W. Williams,
age 53, director since 2008
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Mr. Williams has served as Chairman, President and Chief
Executive Officer of the Company since January 2, 2008. Mr.
Williams served as Senior Vice President Business
Development of Noble Drilling Services Inc., an indirect,
wholly-owned subsidiary of the Company, from September 2006 to
January 2007, as Senior Vice President Operations of
Noble Drilling Services Inc. from January to April 2007, and as
Senior Vice President and Chief Operating Officer of the Company
from April 2007 to January 2, 2008. Prior to September 2006, Mr.
Williams served for more than five years as Executive Vice
President of Diamond Offshore Drilling, Inc., an offshore oil
and gas drilling contractor. Mr. Williams brings to our Board
extensive experience in senior management positions in the
offshore drilling sector and knowledge of the Company and the
industry by virtue of his position as President and Chief
Executive Officer of the Company.
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Class Whose Term
Expires In 2013
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Michael A. Cawley,
age 63, director since 1985
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Mr. Cawley has served as President and Chief Executive Officer
of The Samuel Roberts Noble Foundation, Inc., a not-for-profit
corporation (the Noble Foundation), since February
1992, after serving as Executive Vice President of the Noble
Foundation since January 1991. Mr. Cawley has served as a
trustee of the Noble Foundation since 1988. The Noble Foundation
is engaged in agricultural research, education, demonstration
and consultation; plant biology and applied biotechnology; and
assistance through granting to selected nonprofit organizations.
For more than five years prior to 1991, Mr. Cawley was the
President of Thompson & Cawley, a professional corporation,
attorneys at law; and Mr. Cawley currently serves as Of Counsel
to the law firm of Thompson, Cawley, Veazey & Burns, a
professional corporation. Mr. Cawley is a director of Noble
Energy, Inc. and also serves as a director of several non-profit
organizations. Mr. Cawley brings to our Board experience in, and
knowledge of, both the drilling industry and broader energy
industry and knowledge of the Company by virtue of his
25 years experience as a director of the Company and his
other energy industry and legal experience.
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Gordon T. Hall,
age 51, director since 2009
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Mr. Hall serves as Chairman of the Board of Exterran Holdings,
Inc., a natural gas compression and production services company.
He previously served as Chairman of the Board of Hanover
Compressor Company from May 2005 until its merger with Universal
Compression Holdings, Inc. to create Exterran in August 2007.
Mr. Hall retired as Managing Director from Credit Suisse, a
brokerage services and investment banking firm, where he was
employed from 1987 through 2002. While at Credit Suisse, Mr.
Hall served as Senior Oil Field Services Analyst and Co-Head of
the Global Energy Group. Mr. Hall has not held a principal
employment since leaving his position with Credit Suisse.
Mr. Hall was a director of Hydril Company, an oil and gas
service company specializing in pressure control equipment and
premium connections for tubing and casing, until its merger with
Tenaris S.A. in May 2007 and was a director of Grant Prideco,
Inc., a drilling technology and manufacturing company, until its
acquisition by National Oilwell Varco, Inc. in April 2008. Mr.
Hall also serves as a director of several non-profit
organizations. Mr. Hall brings to our Board financial and
analytical expertise and investment banking experience, with a
focus on the energy sector, and experience as a director of
multiple public energy companies.
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Jack E. Little,
age 72, director since 2000
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Mr. Little served as President and Chief Executive Officer of
Shell Oil Company, and a member of the Board of Directors and
Chairman and Chief Executive Officer of Shell Exploration &
Production Company for more than five years until his retirement
in June 1999. Shell Oil Company and its subsidiaries, with
extensive operations in the United States, explore, develop,
produce, purchase, transport and market crude oil and natural
gas; they also purchase, manufacture, transport and market oil
and chemical products and provide technical and business
services. Mr. Little also served as a director of TXU
Corporation from 2001 to 2007 and as a Trustee for the Baylor
College of Medicine. Mr. Little brings to our Board extensive
experience in the energy industry, specifically in oil and gas
exploration and production and related services, and significant
executive experience.
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None of the corporations or other organizations in which our
non-management directors carried on their respective principal
occupations and employments or for which our non-management
directors served as directors during the past five years is a
parent, subsidiary or other affiliate of the Company.
ADDITIONAL
INFORMATION REGARDING THE BOARD OF DIRECTORS
Board
Independence
Our Board has determined that (a) each of Mr. Cawley,
Mr. Chazen, Ms. Edwards, Mr. Hall,
Mr. Leland, Mr. Little, Mr. Marshall and
Ms. Ricciardello qualifies as an independent
director under the NYSE corporate governance rules and
(b) each of Mr. Chazen, Ms. Edwards,
Mr. Hall and Ms. Ricciardello, constituting all the
members of the audit committee, qualifies as
independent under
Rule 10A-3
of the United States Securities Exchange Act of 1934, as amended
(the Exchange Act). Independent non-management
directors comprise in full the membership of each committee
described below under Board Committees and Meetings.
In order for a director to be considered independent under the
NYSE rules, our Board must affirmatively determine that the
director has no material relationship with the Company. The
Companys corporate governance guidelines provide that a
director will not be independent if, within the preceding three
years,
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the director was employed by the Company;
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an immediate family member of the director was an executive
officer of the Company;
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the director or an immediate family member of the director
received more than $120,000 per year in direct compensation from
the Company, other than director and committee fees and pension
or other
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7
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forms of deferred compensation for prior service (provided such
service is not contingent in any way on continued service);
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the director was affiliated with or employed by, or an immediate
family member of the director was affiliated with or employed in
a professional capacity by, a present or former internal or
external auditor of the Company;
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the director or an immediate family member of the director was
employed as an executive officer of another company where any of
the Companys present executives serve on that
companys compensation committee; or
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the director is an executive officer or an employee, or an
immediate family member of the director is an executive officer,
of a company that made payments to, or received payments from,
the Company for property or services in an amount which, in any
single fiscal year, exceeded the greater of $1 million or
two percent of such other companys consolidated gross
revenues.
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The following will not be considered by our Board to be a
material relationship that would impair a directors
independence. If a director is an executive officer of, or
beneficially owns in excess of 10 percent equity interest
in, another company
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that does business with the Company, and the amount of the
annual payments to the Company is less than five percent of the
annual consolidated gross revenues of the Company;
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that does business with the Company, and the amount of the
annual payments by the Company to such other company is less
than five percent of the annual consolidated gross revenues of
the Company; or
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to which the Company was indebted at the end of its last fiscal
year in an aggregate amount that is less than five percent of
the consolidated assets of the Company.
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For relationships not covered by the guidelines in the
immediately preceding paragraph, the determination of whether
the relationship is material or not, and therefore whether the
director would be independent or not, is made by our directors
who satisfy the independence guidelines described above. These
independence guidelines used by our Board are set forth in our
corporate governance guidelines, which are published under the
governance section of our website at www.noblecorp.com.
In accordance with the Companys corporate governance
guidelines, the non-management directors have chosen a lead
director to preside at regularly scheduled executive sessions of
our Board held without management present. Mr. Cawley
currently serves as lead director. For more information, please
read Boards Leadership Structure and Role in Risk
Oversight.
Board
Committees and Meetings
The Company has standing audit, compensation and nominating and
corporate governance committees of our Board. Each of these
committees operates under a written charter that has been
adopted by the respective committee and by our Board. The
charters are published under the governance section of the
Companys website at www.noblecorp.com and are
available in print to any shareholders who request them.
The current members of the committees, number of meetings held
by each committee during 2010, and a description of the
functions performed by each committee are set forth below:
Audit Committee (nine meetings). The current
members of the audit committee are
Mary P. Ricciardello, Chair, Lawrence J. Chazen, Julie
H. Edwards and Gordon T. Hall. The primary responsibilities of
the audit committee are to select and retain the Companys
auditors (including review and approval of the terms of
engagement and fees), to review with the auditors the
Companys financial reports (and other financial
information) provided to the SEC and the investing public, to
prepare and publish an annual report for inclusion in this proxy
statement, and to assist our Board with oversight of the
following: integrity of the Companys financial statements;
compliance by the Company with standards of business ethics and
legal and regulatory requirements; qualifications and
independence of the Companys independent auditors
(including both our independent registered public accounting
firm and our statutory
8
auditors); and performance of the Companys independent
auditors and internal auditors. Our Board has determined that
Ms. Ricciardello is an audit committee financial
expert as that term is defined under the applicable SEC
rules and regulations. The audit committees report
relating to 2010 begins on page 44 of this proxy statement.
Compensation Committee (eight meetings). The
current members of the compensation committee are Marc E.
Leland, Chair, Michael A. Cawley, Jack E. Little and Jon A.
Marshall. The primary responsibilities of the compensation
committee are to discharge our Boards responsibilities
relating to compensation of directors and executive officers, to
assist our Board in reviewing and administering compensation,
benefits, incentive and equity-based compensation plans, and to
prepare an annual disclosure under the caption
Compensation Committee Report for inclusion in the
Companys proxy statement for its annual general meeting of
shareholders. The compensation committees report relating
to 2010 appears on page 28 of this proxy statement.
Nominating and Corporate Governance Committee (four
meetings). The current members of the nominating
and corporate governance committee are Michael A. Cawley, Chair,
Julie H. Edwards and Marc E. Leland. The primary
responsibilities of the nominating and corporate governance
committee are to assist our Board in reviewing, evaluating,
selecting and recommending director nominees when one or more
directors are to be appointed, elected or re-elected to our
Board; to monitor, develop and recommend to our Board a set of
principles, policies and practices relating to corporate
governance; and to oversee the process by which our Board, our
Chief Executive Officer and executive management are evaluated.
The nominating and corporate governance committee believes that
directors should possess the highest personal and professional
ethics, character, integrity and values; an inquisitive and
objective perspective; practical wisdom; and mature judgment.
Directors must be willing to devote sufficient time to
discharging their duties and responsibilities effectively, and
they should be committed to serving on our Board for an extended
period of time. The nominating and corporate governance
committee considers diversity in identifying nominees for
director and endeavors to have a Board representing diverse
experience in areas that will contribute to our Boards
ability to perform its roles relating to oversight of the
Companys business, strategy and risk exposure worldwide.
Without limiting the generality of the preceding sentence, the
nominating and corporate governance committee takes into
account, among other things, the diversity of business,
leadership and personal experience of Board candidates and
determines how that experience will serve the best interests of
the Company.
The nominating and corporate governance committees process
for identifying candidates includes seeking recommendations from
one or more of the following: current and retired directors and
executive officers of the Company; a firm (or firms) that
specializes in identifying director candidates (which firm may
earn a fee for its services paid by the Company); persons known
to directors of the Company in accounting, legal and other
professional service organizations or educational institutions;
and, subject to compliance with applicable procedures,
shareholders of the Company. The nominating and corporate
governance committees process for evaluating candidates
includes investigation of the persons specific experiences
and skills, time availability in light of commitments, potential
conflicts of interest, and independence from management and the
Company. Candidates recommended by a shareholder are evaluated
in the same manner as are other candidates. We did not receive
any recommendations from shareholders of the Company for
director nominees for the annual general meeting.
Under the Companys policy on director attendance at annual
general meetings of shareholders, all directors are expected to
attend each annual general meeting, and any director who should
become unable to attend the annual general meeting is
responsible for notifying the Chairman of the Board in advance
of the meeting. At the date of this proxy statement, we know of
no director who will not attend the annual general meeting. In
2010, all directors attended the general meeting of shareholders
held on April 30, 2010.
In 2010, our Board held five meetings. In 2010, each director
attended at least 75% of the aggregate of (1) the total
number of meetings of our Board and (2) the total number of
meetings of committees of our Board on which such director
served (during the periods that such director served).
9
Our By-laws provide that our Board will select from among its
members one Chairman, and since January 2008, David W. Williams
has held both the positions of Chairman and Chief Executive
Officer of the Company. For much of our corporate history, our
Chief Executive Officer has also served as Chairman. This Board
leadership structure has served the Company and our shareholders
well and is commonly used by other companies whose securities
are publicly traded in the United States.
Our Articles of Association provide our Board the flexibility
either to combine or to separate the positions of Chairman and
Chief Executive Officer. Our Board believes it is in the best
interests of the Company and our shareholders for our Board to
have the flexibility to determine the best director to serve as
Chairman, whether such director is an independent director or
our Chief Executive Officer. At the current time, our Board
believes that the Company and our shareholders are best served
by having the Chief Executive Officer also serve as Chairman.
The Chief Executive Officer bears the primary responsibility for
managing our
day-to-day
business, and our Board believes that he is the person who is
best suited to chair Board meetings and ensure that key business
issues and shareholder interests are brought to the attention of
our Board.
Our Board believes that the Company and our shareholders are
best served when directors are free to exercise their respective
independent judgment to determine what leadership structure
works best for us based upon the then current facts and
circumstances. Although our Board may determine to separate the
positions of Chairman and Chief Executive Officer in the future
should circumstances change, for the foreseeable future we
believe that combining these positions in an individual with
extensive experience in the drilling industry, together with a
lead director and Board committees chaired by independent
directors as described below, is the right leadership structure
for our Board.
In addition to Mr. Williams, our Board has eight board
members, all of whom are independent under the NYSE corporate
governance rules as described under Additional Information
Regarding the Board of Directors Board
Independence. Pursuant to our corporate governance
guidelines, our non-management directors meet in executive
sessions without our Chief Executive Officer or any other
management present in connection with each regularly scheduled
meeting of our Board. In accordance with our corporate
governance guidelines, our non-management directors have chosen
Mr. Cawley to serve as lead director and to preside at
regularly scheduled executive sessions of our Board and at any
other Board meeting held without management present. The lead
director is also responsible for approving information sent to
our Board, including meeting agendas and meeting schedules for
our Board, and for acting as the principal conduit for the
communication of information from the non-management directors
to our Chief Executive Officer.
In addition, each of our Boards three standing committees,
the audit committee, the compensation committee and the
nominating and corporate governance committee, is composed of
independent directors and each has a non-management, independent
Board member acting as chair.
To provide ongoing reviews of the effectiveness of our Board,
including the effectiveness of our Board leadership structure,
our corporate governance guidelines provide for annual
assessments by Board members of the effectiveness of our Board
and of our Board committees on which such members serve.
Consistent with our Articles of Association, By-laws and
corporate governance guidelines, our Board is responsible for
determining the ultimate direction of our business, determining
the principles of our business strategy and policies and
promoting the long-term interests of the Company. Our Board
possesses and exercises oversight authority over our business
and, subject to our governing documents and applicable law,
generally delegates
day-to-day
management of the Company to our Chief Executive Officer and our
executive management. Viewed from this perspective, our Board
generally oversees risk management, and the Chief Executive
Officer and other members of executive management generally
manage the material risks that we face.
Pursuant to the requirements of laws, rules and regulations that
apply to companies whose securities are publicly traded in the
United States, as described above, our audit committee assists
our Board in oversight of the integrity of the Companys
financial statements, our compliance with standards of business
ethics and legal and regulatory requirements and various matters
relating to our publicly available financial information and
10
our internal and independent auditors. Our audit committee also
discusses policies with respect to risk assessment and risk
management with our management team. Certain risks associated
with the performance of our executive management fall within the
authority of our nominating and corporate governance committee,
which is responsible for evaluating potential conflicts of
interest and independence of directors and Board candidates,
monitoring and developing corporate governance principles and
overseeing the process by which our Board, our Chief Executive
Officer and our executive management are evaluated. Risks
associated with retaining executive management fall within the
scope of the authority of our compensation committee, which
assists our Board in reviewing and administering compensation,
benefits, incentive and equity-based compensation plans.
Responsibility for risk oversight that does not fall within the
scope of authority of our three standing Board committees rests
with our entire Board. Our Board also has the responsibility for
monitoring and assessing any potential material risks identified
by its committees, or otherwise ensuring management is
monitoring and assessing, and, to the extent appropriate,
mitigating such risks. Risks falling within this area include
but are not limited to general business and industry risks,
operating risks, financial risks and compliance risks that we
face. We have not concentrated within our executive management
responsibility for all risk management in a single risk
management officer within our executive management, but rather
we rely on a management steering committee to administer an
enterprise risk management (ERM) system that is designed to
ensure that the most significant risks to the Company, on a
consolidated basis, are being managed and monitored
appropriately. Through the ERM system, the steering committee:
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monitors the universe of risks that we face;
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assesses processes and participants for identifying risk;
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determines the Companys risk appetite and approves
mitigation strategies and responsibilities;
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attempts to ensure top risk areas are addressed and managed
where possible;
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works with any committee member or their designees to assist in
evaluation of risks that may be of concern to the Board or a
committee of the Board; and
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makes regular reports to our Board on managements
assessment of exposure to risk and steps management has taken to
monitor and deal with such exposure.
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Our Board monitors the ERM system and other risk management
information provided to it and provides feedback to management
from time to time that may be used to better align risk
management practices and systems with the risk philosophy and
risk tolerances of our Board.
Shareholder
Communications with Directors
Our Board has approved the following process for shareholders
and other security holders of the Company and interested parties
to send communications to our Board. To contact all directors on
our Board, all directors on a Board committee, an individual
director, or the non-management directors of our Board as a
group, the shareholder, other security holder or interested
party can:
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mail Noble Corporation, Attention: Corporate Secretary, at
Dorfstrasse 19A, 6430 Baar, Zug, Switzerland;
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e-mail
nobleboard@noblecorp.com; or
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telephone the NobleLine (anonymous and available 24 hours a
day, seven days a week) at
+1 (704) 544-2879.
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All communications received in the mail are opened by the office
of the Companys Secretary for the purpose of determining
whether the contents represent a message to our Board. All
communications received electronically are processed under the
oversight of our Board by the Companys general counsel or
chief compliance officer. Complaints or concerns relating to the
Companys accounting, internal accounting controls, or
auditing matters are referred to the audit committee of our
Board. Complaints or concerns relating to other
11
corporate matters, which are not addressed to a specific
director, are referred to the appropriate functional manager
within the Company for review and response. Complaints or
concerns relating to corporate matters other than the specific
items referred to the audit committee as described above, which
are addressed to a specific director, committee of our Board, or
group of directors, are promptly relayed to such persons.
Director
Education
We provide our directors with information and materials that are
designed to assist them in performing their duties as directors.
We provide directors with periodic training on certain policies,
standards and procedures of the Company, including guidance and
advice on compliance therewith. We provide director manuals,
periodic presentations on new developments in relevant areas,
such as legal and accounting matters, as well as opportunities
to attend director education programs at the Companys
expense. Our director manual contains important information
about the Company and the responsibilities of our directors,
including: our Articles of Association and By-laws; guidelines
for assignments regarding standing committees of our Board; the
charter for each of our Board committees; a summary of laws and
regulations regarding compliance with insider reporting and
trading; our code of business conduct and ethics; corporate
directors guidebooks published by such organizations as
the American Bar Association Section of Business Law, National
Association of Corporate Directors, and American Society of
Corporate Secretaries; a statement of the Company paradigms that
govern how we conduct our business; and our safety policy and
quality policy and objectives.
POLICIES
AND PROCEDURES RELATING TO
TRANSACTIONS WITH RELATED PERSONS
Transactions with related persons are reviewed, approved or
ratified in accordance with the policies and procedures set
forth in our code of business conduct and ethics and our
administrative policy manual, the procedures described below for
director and officer questionnaires, and the other procedures
described below.
Our code of business conduct and ethics provides that certain
conflicts of interest are prohibited as a matter of Company
policy. Under such code of business conduct and ethics, any
employee, officer or director who becomes aware of a conflict,
potential conflict or an uncertainty as to whether a conflict
exists should bring the matter to the attention of a supervisor,
manager or other appropriate personnel. Officers and directors
are prohibited from personally taking an opportunity for
business or profit that belongs to the Company, or competing
with the Company in any way. Any actual or potential conflict of
interest of this nature must be disclosed to the Board or a
committee of the Board. Our Board and senior management review
all reported relationships and transactions in which the Company
and any director, officer or family member of a director or
officer are participants to determine whether an actual or
potential conflict of interest exists. Our Board may approve or
ratify any such relationship or transaction if our Board
determines that such relationship or transaction is in the
Companys best interests (or not inconsistent with the
Companys best interests) and the best interests of our
shareholders. A conflict of interest exists when an
individuals personal interest is adverse to or otherwise
in conflict with the interests of the Company. Our code of
business conduct and ethics sets forth several examples of how
conflicts of interest may arise, including when
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an employee, officer or director or a member of his or her
family receives improper personal benefits because of such
employees, officers or directors position in
the Company;
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a loan by the Company to, or a guarantee by the Company of an
obligation of, an employee or his or her family member is made;
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an employee works for or has any direct or indirect business
connection with any of our competitors, customers or
suppliers; or
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Company assets and properties are used for personal gain or
Company business opportunities are usurped for personal gain.
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12
In addition, our administrative policy manual, which applies to
all our employees, defines some additional examples of what the
Company considers to be a conflict of interest, including when
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subject to certain limited exceptions, an employee or consultant
or any member of his or her immediate family has an interest in
any business entity that deals with the Company where there is
an opportunity for preferential treatment to be given or
received;
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an employee or consultant serves as an officer, a director, or
in any management capacity of another business entity directly
or indirectly related to the contract drilling or energy
services industries without specific authority from our Board;
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an employee or consultant or any member of his or her immediate
family buys, sells or leases any kind of property, facilities or
equipment from or to the Company or any of its subsidiaries or
to any business entity or individual who is or is seeking to
become a contractor, supplier or customer of the Company,
without specific authority from our Board; or
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subject to certain limited exceptions, an employee or consultant
or any member of his or her immediate family accepts gifts,
payments, extravagant entertainment, services or loans in any
form from anyone soliciting business, or who may already have
established business relations, with the Company.
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Each year we require all our directors, nominees for director
and executive officers to complete and sign a questionnaire in
connection with the solicitation of proxies for use at our
annual general meeting of shareholders. The purpose of the
questionnaire is to obtain information, including information
regarding transactions with related persons, for inclusion in
our proxy statement or annual report.
In addition, we review SEC filings made by beneficial owners of
more than five percent of any class of our voting securities to
determine whether information relating to transactions with such
persons needs to be included in our proxy statement or annual
report.
13
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 4, 2011, we had 252,079,592 shares
outstanding, excluding shares held in treasury. The following
table sets forth, as of March 4, 2011, (1) the
beneficial ownership of shares by each of our directors, each
named executive officer listed in the Summary
Compensation Table appearing in this proxy statement, and all
our directors and named executive officers as a group, and
(2) information about the only persons who were known to
the Company to be the beneficial owners of more than five
percent of the outstanding shares.
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Shares
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Beneficially Owned(1)
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Number of
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Percent of
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Name
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Shares
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Class(2)
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Directors
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Michael A. Cawley
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125,626
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(3)(4)
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Lawrence J. Chazen
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57,090
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(3)
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Julie H. Edwards
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56,233
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(3)
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Gordon T. Hall
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13,466
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(3)
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Marc E. Leland
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144,904
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(3)
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Jack E. Little
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112,175
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(3)
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Jon A. Marshall
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13,660
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(3)
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Mary P. Ricciardello
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75,673
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(3)
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David W. Williams
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664,601
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(3)
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Named Executive Officers (excluding any Director listed
above) and Group
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Julie J. Robertson
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929,246
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(3)
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Thomas L. Mitchell
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323,751
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(3)
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Donald E. Jacobsen
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33,417
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(3)
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Roger B. Hunt
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26,804
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(3)
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All directors and executive officers as a group
(15 persons)
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2,724,450
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(5)
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1.1
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%
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FMR LLC
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20,865,724
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(6)
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8.3
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%
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Wentworth, Hauser & Violich, Inc.
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15,236,009
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(7)
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6.0
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%
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(1)
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Unless otherwise indicated, the
beneficial owner has sole voting and investment power over all
shares listed.
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(2)
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The percent of class shown is less
than one percent unless otherwise indicated.
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(3)
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Includes shares not outstanding but
subject to options exercisable at March 4, 2011 or within
60 days thereafter, as follows: Mr. Cawley
63,000 shares; Mr. Chazen
18,000 shares; Ms. Edwards
20,000 shares; Mr. Hall no shares;
Mr. Leland 53,000 shares;
Mr. Little 53,000 shares;
Mr. Marshall no shares;
Ms. Ricciardello 28,000 shares;
Mr. Williams 269,429 shares;
Ms. Robertson 403,287 shares;
Mr. Mitchell 145,658 shares;
Mr. Jacobsen 4,061 shares; and
Mr. Hunt 4,061 shares.
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(4)
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Excludes 1,369,278 shares
beneficially owned by the Noble Foundation. Mr. Cawley is
President and Chief Executive Officer and a trustee of the Noble
Foundation. However, Mr. Cawley does not have any voting or
investment power over any securities held by the Noble
Foundation and disclaims beneficial ownership of the shares held
by the Noble Foundation.
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(5)
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Includes 1,097,796 shares not
outstanding but subject to options exercisable at March 4,
2011 or within 60 days thereafter.
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(6)
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Based on a Schedule 13G/A
(Amendment No. 15) filed with the SEC on
February 14, 2011 by FMR LLC. The filing is made jointly
with Edward C. Johnson 3d and Fidelity Management &
Research Company. FMR LLC reports sole investment power over all
such shares and sole voting power over 3,840,479 shares.
The address for FMR LLC is 82 Devonshire Street, Boston,
Massachusetts 02109.
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(7)
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Based on a Schedule 13G/A
(Amendment No. 1) filed with the SEC on
February 14, 2011 by Wentworth, Hauser & Violich,
Inc. (Wentworth) and Hirayama Investments, LLC
(Hirayama). Wentworth reports sole voting power over
14,247,309 shares, and Wentworth and Hirayama report shared
dispositive power over 15,236,009 shares. The address for
Wentworth and Hirayama is 301 Battery Street, Suite 400,
San Francisco, California 94111.
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14
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
Executive
Summary and Compensation Philosophy
The Company believes that its executive compensation program
reflects the Companys philosophy that executive
compensation should be structured so as to closely align each
executives interests with the interests of our
shareholders. The program is designed to emphasize equity-based
incentive and performance-based pay and, in order to promote an
atmosphere of teamwork, fairness and motivation, these concepts
extend beyond the named executive officers to other key
employees throughout the Company. The primary objectives of the
Companys compensation program are to:
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motivate our executives to assist the Company in achieving key
operating, safety and financial performance goals that enhance
long-term shareholder value;
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reward outstanding performance in achieving these goals without
subjecting the Company to excessive or unnecessary risk; and
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establish and maintain a competitive executive compensation
program that enables the Company to attract, motivate and retain
experienced and highly capable executives who will contribute to
the long-term success of the Company.
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Consistent with this philosophy, we seek to provide a total
compensation package for the named executive officers that is
competitive with those of the companies in the Peer Group (as
defined on page 18). This practice, which is consistent
with our stated compensation philosophy, is structured such that
a substantial portion of total compensation is subject to
Company, individual and share price performance and is at risk
of forfeiture. In designing these compensation packages, the
compensation committee annually reviews each compensation
component and compares its use and level to various internal and
external performance standards and market reference points.
Our compensation program for our named executive officers
consists of the following components:
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Base pay. This fixed cash component of
compensation is generally used to attract and retain executives,
with target salary levels set to be competitive with our Peer
Group.
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Annual incentive compensation. This component
of compensation, paid as an annual cash bonus pursuant to the
Noble Corporation Short Term Incentive Plan (STIP),
encourages and rewards achievement of annual operating, safety
and financial goals, as well as individual performance.
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Performance-based equity awards. This
component of compensation, awarded pursuant to the Noble
Corporation 1991 Stock Option and Restricted Stock Plan (the
1991 Plan), consists of stock options, designed to
increase in value as our share price appreciates, and
performance-based restricted stock units based upon the
Companys cumulative total shareholder return relative to
our Peer Group over a three-year period.
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Time-vested equity awards. This component of
compensation, consisting of time-vested restricted stock unit
awards, facilitates retention, aligns executives interest
with the interests of our shareholders and allows executives to
become stakeholders in the Company.
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Other Benefits. The retirement and other
benefits described below.
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The overall offshore drilling market in 2010 was significantly
affected by the Deepwater Horizon incident in the
U.S. Gulf of Mexico and the U.S. governmental response
to the incident. The Companys results suffered from the
reduction in activity in the U.S. Gulf of Mexico during
2010 due in part to the Companys significant exposure in
this area. Additionally, the Company faced challenges due to
continuing uncertainty in Mexico, challenges in the construction
of newbuild rigs, and a slower than expected increase in the
demand for offshore drilling services. Despite these challenges,
during 2010 and early 2011, the Company successfully completed
the acquisition of FDR Holdings Ltd. (Frontier),
signed agreements with Royal Dutch Shell plc (Shell)
for several existing and newbuild rigs, completed construction
on the Noble Dave Beard and Noble
15
Jim Day, and announced construction contracts for two
high-specification jackup rigs and two additional newbuild
drillships, one of which has been awarded a letter of intent by
a subsidiary of Shell.
The compensation of our named executive officers in 2010 is
reflective of the Companys commitment to aligning
compensation with performance results. For example, bonus
payouts under the STIP were lower in 2010 than 2009 due to lower
than expected earnings per share and cash operating margin
relative to budget, partially offset by strong safety results.
The compensation committee determined not to increase base
salaries for 2011 for the named executive officers at the
committees scheduled review of salaries in February 2011.
Also, none of the performance-vested restricted shares for the
2008-2010
performance cycle vested as a result of total shareholder return
over the performance period and all were forfeited. For a
detailed discussion of these and other factors affecting
compensation of our named executive officers, see How
Amounts for Compensation Components are Determined.
When used in this Compensation Discussion and Analysis section,
the term named executive officers means those
persons listed in the Summary Compensation table set
forth on page 29.
Board
Process and Independent Review of Compensation Program
The compensation committee of our Board is responsible for
determining the compensation of our directors and executive
officers and for establishing, implementing and monitoring
adherence to our executive compensation philosophy. The
compensation committee provides guidance to our Board in
reviewing and administering the compensation programs, benefits,
incentive and equity-based compensation plans. The compensation
committee operates independently of management and receives
compensation advice and data from outside independent advisors.
In addition, the compensation committee may delegate its
authority to an officer of the Company to administer certain
compensation or benefit plans subject to restrictions that may
be placed upon the administration and operation of those plans.
This includes oversight of any restrictions that may be placed
upon participants in the plans by the committee, the plan terms
or associated regulations. In addition, the compensation
committee may form one or more subcommittees and delegate its
authority to any such subcommittee, as it deems appropriate.
The compensation committee charter authorizes the committee to
retain and terminate, as the committee deems necessary,
independent advisors to provide advice and evaluation of the
compensation of directors or executive officers, or other
matters relating to compensation, benefits, incentive and
equity-based compensation plans and corporate performance. The
compensation committee is further authorized to approve the fees
and retention terms of any independent advisor that it retains.
The compensation committee has engaged Mercer (US) Inc., an
independent consulting firm, to serve as the committees
compensation consultant. Mercer was engaged by the compensation
committee beginning in May 2010 to replace Pearl
Meyer & Partners, the compensation committees
former compensation consultant.
The compensation consultant reports to and acts at the direction
of the compensation committee and is independent of management,
provides comparative market data regarding executive and
director compensation to assist in establishing reference points
for the principal components of compensation and provides
information regarding compensation trends in the general
marketplace, compensation practices of the Peer Group described
below, and regulatory and compliance developments. The
compensation consultant is instructed to validate certain data
that our Administration Department submits to our compensation
committee regarding various aspects of compensation for our
employees, executive officers and directors. The compensation
consultant regularly participates in the meetings of the
compensation committee and meets privately with the committee at
the committees request.
In determining compensation for our Chief Executive Officer, the
compensation committee evaluates and assesses his performance
related to leadership, financial and operating results, board
relations, and other considerations. The compensation consultant
provides market information and perspectives on market-based
adjustments, which are included in the committees decision
making process. The compensation committee incorporates these
considerations, as well as compensation market information, into
its adjustment decisions.
16
In determining compensation for executive officers other than
our Chief Executive Officer, our Chief Executive Officer works
with the compensation consultant and our Executive Vice
President to review compensation market information and prior
compensation decisions and to recommend compensation adjustments
to the compensation committee at its last meeting of each year
(October) and first meeting of each year (late January or early
February). Our Chief Executive Officer and Executive Vice
President may attend compensation committee meetings at the
request of the committee, except when the compensation of such
individuals is being discussed. The compensation committee
reviews and approves all compensation for the named executive
officers.
Executive
Compensation Program Design
In order to accomplish the objectives of our compensation
program, we include in the compensation of our executive
officers a substantial amount of equity-based incentives and
performance-based pay. The amount of total compensation
attributable to equity-based incentives or performance-based pay
is determined annually based on the analysis of competitive
data. Equity-based incentives and performance-based pay
constituted a substantial portion of the compensation package of
our named executive officers during the year ended
December 31, 2010. The compensation package is designed
such that a majority of the compensation is at risk, as
highlighted in the table below.
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David W.
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Julie J.
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Thomas L.
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Donald E.
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Roger B.
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Compensation Component
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Williams
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Robertson
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Mitchell
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Jacobsen
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Hunt
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Base Pay (fixed compensation)
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13%
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20%
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21%
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28%
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24%
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Annual Incentive Compensation at Target(1)
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14%
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15%
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15%
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18%
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16%
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Performance-based equity awards(2)
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42%
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38%
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37%
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31%
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35%
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Time-vested equity awards(3)
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31%
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27%
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27%
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23%
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25%
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Total Compensation
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100%
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100%
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100%
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100%
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100%
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(1)
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The percentages represent the bonus
(executives base salary multiplied by executives
annual incentive target percentage) divided by Total
Compensation (as defined in this table).
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(2)
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The percentages represent the sum
of stock option grants and performance-based stock awards
divided by Total Compensation.
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(3)
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The percentages represent the sum
of time-vested restricted stock awards, which are not
performance-based, divided by Total Compensation.
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We believe that our executive officers should be fairly
compensated each year relative to market pay levels of our Peer
Group and internal equity within the Company. We do not take
into account gains on previously awarded compensation from the
Company, such as gains from previously awarded stock options, in
setting other elements of compensation, such as base pay,
short-term incentive award payments, long-term incentive awards
or retirement and other benefits. For newly-hired executive
officers, we take into account their prior base salary and
performance and incentive based pay, as well as the contribution
expected to be made by the new executive officer and the
responsibilities and duties of the executive officer with us.
Compensation
Program Peer Groups
We compete for talent with employers across many different
sectors around the world, but our primary competitive market
consists of offshore drilling companies and oilfield service
companies. In making compensation decisions for our named
executive officers, each element of their total direct
compensation is compared against published compensation data and
data provided by the compensation consultant. Data from peer
groups plays an important role in the process used by the
compensation committee to determine the design, components and
award levels in our executive pay programs. The compensation
committee endeavors to conduct a review of the compensation
program, including treatment of each named executive officer, on
an annual basis to ensure that our compensation program works as
designed and intended and in light of current market conditions.
These reviews by the compensation committee facilitate
discussion among the members of the compensation committee
regarding all of our compensation and benefit programs.
17
Beginning in 2010, the peer group of companies approved by our
compensation committee and used as external benchmarks for
comparing each component of executive compensation (the
Peer Group) was as follows: Atwood Oceanics, Inc.,
Baker Hughes Inc., Diamond Offshore Drilling, Inc., Ensco plc.,
FMC Technologies Inc., Halliburton Company, Nabors Industries
Ltd., National Oilwell Varco, Inc., Oceaneering International,
Inc., Pride International, Inc., Rowan Companies, Inc.,
Schlumberger Ltd., Smith International
Inc.1,
Transocean Ltd., and Weatherford International Ltd. We also
measure achievement of performance goals to determine vesting of
our performance-based restricted stock units against the Peer
Group.
Prior to 2010, we benchmarked our executive compensation and
measured performance goals against several different peer
groups, including a smaller direct peer group consisting
exclusively of drilling companies, a broader energy peer group
that included oilfield services companies and exploration and
production companies, and the Dow Jones U.S. Oil
Equipment & Services Index (the DJ Index).
Beginning in 2010, we began using the Peer Group, as we believe
it consists of companies in the drilling and oilfield services
industries that are more representative of our business and with
whom we directly compete for talent. We continue to use a
separate peer group (the Competitor Group) comprised
of drilling companies Diamond Offshore Drilling,
Inc., ENSCO plc., Hercules Offshore, Inc., Pride International,
Inc., Rowan Companies, Inc. and Transocean, Ltd. for
measurement of the performance bonus portion of the STIP because
the compensation committee believes that certain performance
measures under the STIP, such as safety performance and cash
operating margin (as described below), are more appropriately
evaluated against the drilling companies comprising this group.
For performance-based restricted stock granted prior to 2010
(including the performance-vested restricted shares for the
2009-2011
performance cycle), we measure achievement of performance goals
against the metrics in effect when those awards were made, which
consist of the DJ Index and the Competitor Group (substituting
Helmerich & Payne, Inc. and Nabors Industries, Ltd.
for Hercules Offshore, Inc.). For more details, see How
Amounts for Compensation Components are Determined - 2010
Long-Term Incentives.
The compensation committee benchmarks compensation of the named
executive officers to the compensation of individuals in like
positions in the companies included in the Peer Group. Beginning
in 2011, the compensation committee no longer benchmarks
executive compensation to specific levels or percentiles of the
Peer Group, but instead endeavors to be competitive with the
Peer Group with respect to the various components and the
aggregate level of compensation of officers in comparable
positions. The compensation committee believes that this
approach gives the committee the flexibility to respond to
individual circumstances and offer competitive compensation
packages to our executives. The committee uses regression
analysis in evaluating compensation benchmarking data because of
variances in size among companies. Thus, where applicable,
adjusted values are used as the basis of comparison. Where
sufficient data for individuals in like positions is
unavailable, the compensation committee may supplement the data
with published compensation surveys (for energy and general
industry companies of comparable size to us as measured by
revenues).
How
Amounts for Compensation Components are Determined
2010 Base Salary. Base salary levels of the
named executive officers were determined based on a combination
of factors, including our compensation philosophy, market
compensation data, competition for key executive talent, the
named executive officers experience, leadership, prior
contribution to the Companys success, the Companys
overall annual budget for merit increases and the named
executive officers individual performance in the prior
year. The compensation committee conducts an annual review of
the base salaries of named executive officers by taking into
account these factors.
Base salary was increased for Mr. Williams,
Ms. Robertson, Mr. Mitchell, Mr. Jacobsen and
Mr. Hunt in February 2010 in connection with the
compensation committees annual review of base salaries. As
in 2009, the compensation committee continued to focus on the
heightened competition for executives in the energy market in
2010. In February 2011, the compensation committee reviewed base
salaries for the named executive
1 In
August 2010, Smith International Inc. merged with Schlumberger
Ltd. and was removed from the Peer Group.
18
officers as part of the committees regularly scheduled
review of salaries and determined not to increase base salaries
at that time. The decision was based on Company performance in
2010 and the evaluation of market data. As a result, base
salaries for 2011, which remain unchanged from the prior year,
for our named executive officers are as follows:
Mr. Williams $1,000,000;
Ms. Robertson $495,000;
Mr. Mitchell $459,000;
Mr. Jacobsen $485,000; and
Mr. Hunt $386,000.
For the named executive officers serving the Company at
December 31, 2010, base salary at that date ranged from the
40th percentile to the 50th percentile of the market of like
positions within the Peer Group.
2010 Short-Term Incentives and Other Bonus
Awards. The STIP gives participants, including
the named executive officers, the opportunity to earn annual
cash bonuses in relation to specified target award levels
defined as a percentage of their base salaries. To be eligible
to receive a STIP award for the 2010 plan year, the participant
must have been actively employed on December 31, 2010 and
must have continued to be employed through the date on which the
STIP award payments were made. The 2010 STIP does not require a
minimum period of service to be eligible for consideration of an
award.
Plan award sizes were developed considering market data and
internal equity. For each of the named executive officers, the
combination of base salary plus target award ranged from the
40th percentile to the 55th percentile of the market of like
positions within the Peer Group.
The purpose of the STIP is to tie compensation directly to
specific annual business goals and management objectives and
individual performance. The Company believes that the
performance goals for the 2010 plan year, which were based on
safety results, earnings per share, and cash operating margin,
were appropriately chosen to focus our named executive officers
on performance designed to lead to increased shareholder value.
For 2010, the target awards for our named executive officers set
forth in the plan range from 65 percent of base salary to
100 percent of base salary, with the latter target award
set only for our Chief Executive Officer. The resulting total
STIP awards for the 2010 plan year, which include both the
Performance Bonus and Discretionary Bonus described below, could
have ranged from zero to 200 percent of base salary for the
named executive officer with the highest target award and from
zero to 130 percent of base salary for the named executive
officer with the lowest target award. For 2011, in light of
competitive data, the compensation committee changed the target
awards for our named executive officers to a new range of
70 percent of base salary to 100 percent of base
salary.
For each participant, a portion of the total STIP award is based
on the achievement of performance goals (Performance
Bonus) relative to industry safety results and financial
budget, as well as additional adjustments for performance
relative to companies in the Competitor Group. The remaining
portion of the STIP award is available at the discretion of the
compensation committee based on merit, individual and team
performance and additional selected criteria
(Discretionary Bonus). The compensation committee
sets the performance goals for the Performance Bonus annually.
Performance Bonus. The Performance Bonus
portion of the STIP award is calculated by multiplying one-half
of the total target STIP award by a multiplier, which is
calculated by measuring actual performance against the
performance goals. Corporate personnel, including the named
executive officers, have different performance goals from
division personnel, but the total applicable multiplier for
corporate personnel (as explained below) takes into account
division level performance. The performance goals for 2010 for
corporate personnel were weighted with respect to three
criteria: safety results (25 percent), earnings per share
(35 percent) and cash operating margin (40 percent),
defined as total revenues less contract drilling, reimbursable
and labor contract costs.
For the 2010 plan year, a combined weighted percentage of goal
achievement for corporate employees was calculated by weighting
the achievement of the corporate goals described above. The
applicable multiplier used to calculate the Performance Bonus
was then determined within a range of zero (for a combined
weighted percentage of goal achievement of less than
65 percent) and 2.0 (for a combined weighted percentage of
goal achievement of more than 160 percent). The Performance
Bonus portion of the STIP award was then determined by taking
the applicable multiplier, ranging from zero to 2.0, and
multiplying it by one-half of the individuals total target
STIP award.
19
For the 2010 plan year, the combined weighted percentage of goal
achievement for corporate personnel was calculated by first
determining a combined weighted percentage of corporate goal
achievement as follows:
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0.25 [Safety Results] x (1.25 [adjustment factor for performance
relative to industry average + 0.25 [an additional adjustment
factor relative to Competitor Group performance]) +
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0.35 [Earnings Per Share] x 0.00 [adjustment factor for
performance relative to budget] +
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0.40 [Cash Operating Margin] x (0.50 [adjustment factor for
performance relative to budget] + 0.50 [an additional adjustment
factor relative to Competitor Group performance]) equals a
combined weighted adjustment factor of 0.775 or a combined
weighted percentage of corporate goal achievement of
77.5 percent.
|
The compensation committee measures safety results by comparing
our total recordable incident rate (TRIR) against the
International Association of Drilling Contractors (IADC)
average. For 2010, our TRIR of 0.58 was approximately 31% better
than the IADC average of 0.84, resulting in an adjustment factor
of 1.25 for this performance metric. Under the STIP, an
additional adjustment factor of 0.25 for safety results was
included based on the Companys safety results being the
lowest as compared to the combined relative IADC categories. For
any given plan year, the
12-month
measurement period for safety results begins on October 1 of the
previous year and ends on September 30 of the plan year due to
the availability of IADC data.
The compensation committee measures earnings per share (EPS) and
cash operating margin (COM) performance relative to our annual
budget. For 2010, our actual EPS of $3.02 was approximately 65%
of the budgeted EPS target of $4.62. Since EPS performance was
below the minimum threshold for payment of this component of the
Performance Bonus, no bonus amount was paid with respect to the
EPS component. For 2010, our actual COM of approximately
$1.55 billion was approximately 77% of the budgeted COM
target of approximately $2.02 billion. Actual COM was
within the range of
76-85% of
the budgeted amounts for 2010, resulting in an adjustment factor
of 0.50. Under the STIP, an additional adjustment factor of 0.50
for COM was included in recognition of the Companys COM
performance ranking first among the Competitor Group.
The combined weighted adjustment factor of 0.775, or
77.5 percent, relates solely to performance relative to
corporate level goals. The total applicable multiplier for
corporate personnel, including the named executive officers,
also takes into account division level performance. For 2010,
the weighted adjustment factor at the division level was 1.19,
or 119 percent. Together, the corporate level performance
and the division level performance resulted in a combined
adjustment factor of 0.983, or 98.3 percent, for 2010.
Under the STIP, this combined weighted percentage of goal
achievement of 98.3 percent corresponds to an applicable
multiplier of 1.0, which resulted in the named executive
officers being awarded a Performance Bonus equal to 1.00
times their target Performance Bonus. The Performance Bonuses
for the 2010 plan year paid to the named executive officers who
were eligible to receive a STIP award are included in the
Non-Equity Incentive Plan Compensation column of the Summary
Compensation Table.
Discretionary Bonus. The Discretionary Bonus
portion of the STIP award is available at the discretion of the
compensation committee and can range from zero to 2.0 times
one-half of the individuals total target STIP award.
Our Chief Executive Officer recommended, and the compensation
committee approved, Discretionary Bonuses for the 2010 plan year
for the named executive officers (other than our Chief Executive
Officer) who were eligible to participate in the STIP for the
2010 plan year. The Discretionary Bonus for our Chief Executive
Officer was recommended by the compensation committee for
approval by the full Board. The Discretionary Bonuses for the
2010 plan year paid to the named executive officers are included
in the Bonus column of the Summary Compensation Table.
2010 Long-Term Incentives. We think it is
important to reward executive officers and key employees with
equity compensation, in keeping with our overall compensation
philosophy to align executives and employees
interests with the interests of our shareholders. We believe
long-term incentives promote sustained shareholder value by
encouraging named executive officers to accomplish goals that
benefit the Company on both a short-term and long-term basis.
The amount of long-term incentive compensation is determined
20
annually based on the analysis of competitive data. Under the
1991 Plan, the compensation committee granted stock options and
awarded performance-vested restricted stock units and
time-vested restricted stock units in 2010 to individuals
(including our named executive officers) who demonstrated
superior performance in their current position, as well as the
likelihood of high-level performance in the future.
In 2010, awards of long-term incentives to named executive
officers were made so that approximately 20 percent,
40 percent and 40 percent of the total value of all
long-term incentives were made in the form of nonqualified stock
options, time-vested restricted stock units and
performance-vested restricted stock units, respectively.
Stock Options. Each award of nonqualified
stock options to our named executive officers in 2010 vests
one-third per year over three years commencing one year from the
grant date. All options granted have an exercise price equal to
the fair market value (average of the high and low sales price)
of our shares on the date of grant. Each option expires
10 years after the date of its grant. The Black-Scholes
option pricing model is used to calculate the number of stock
options awarded to named executive officers to calculate the
number of options whose value approximated 20 percent of
the total value of the long-term incentive awards awarded to a
named executive officer in 2010.
Time-Vested Restricted Stock Units. Each award
of time-vested restricted stock units to our named executive
officers in 2010 vests one-third per year over three years
commencing one year from the award date. Upon vesting,
time-vested restricted stock units convert automatically into
unrestricted shares. Holders of time-vested restricted stock
units are entitled to receive dividend and distribution
equivalents on the restricted stock units they hold at the same
rate and in the same manner as the holders of unrestricted
shares. The market price of our shares at the time of award is
used to calculate the number of time-vested restricted stock
units awarded whose value approximated 40 percent of the
total value of the long-term incentive awards awarded to a named
executive officer in 2010.
Performance-Vested Restricted Stock
Units. Performance-vested restricted stock units
vest based on the achievement of specified corporate performance
criteria over a three-year performance cycle. The number of
performance-vested restricted stock units awarded to a
participant equals the number of units that would vest if the
maximum level of performance for a given performance cycle is
achieved. The number of such units that vests is determined
after the end of the applicable performance period. Any
performance-vested restricted stock units that do not vest are
forfeited. Upon satisfaction of the performance criteria and
vesting, restricted stock units convert into unrestricted
shares. Holders of performance-vested restricted stock units are
entitled to receive dividend and distribution equivalents on the
restricted stock units they hold at the same rate and in the
same manner as unrestricted shares. The market price of our
shares at the time of award, the difficulty in achieving the
performance targets and the accounting valuation of the award
are used to calculate the number of performance-vested
restricted stock units awarded, whose value approximated
40 percent of the total value of the long-term incentive
awards awarded to a named executive officer in 2010.
In setting the target number of performance-vested restricted
stock units, the compensation committee takes into consideration
market data, the awards impact on total compensation, the
performance of the executive during the last completed year, and
the potential for further contributions by the executive in the
future.
The compensation committee selected the target award levels in
the tables below because it believes that if the Company
performs at or above the 75th percentile relative to the
companies in the Peer Group, compensation levels should be
commensurate with this performance. If the Company performs
below this level, our compensation levels should be lower than
the 75th percentile. The maximum number of performance-vested
restricted stock units that can be awarded is approximately 150%
of the target award level; therefore, target level performance
at the 75th percentile equates to approximately two-thirds of
the maximum number of performance-vested restricted stock units
awarded.
The terms of the performance-vested restricted stock units
awarded by the compensation committee in February 2010 for the
2010-2012
performance cycle provide that the total number of restricted
stock units
21
awarded will vest based on a performance measure of cumulative
total shareholder return (TSR) for our shares relative to the
companies in the Peer Group.
To determine the number of performance-vested restricted stock
units awarded for the
2010-2012
performance cycle that will vest, the percentile ranking of the
TSR for our shares is computed relative to the companies in the
Peer Group at the end of the performance cycle. Then, the Peer
Group percentile ranking is cross-referenced in the table below
to determine the percentage of performance-vested restricted
stock units that will vest for the
2010-2012
performance cycle.
Performance
Table
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Percentage of Performance-Vested
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TSR for Shares
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Maximum Restricted
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Relative to the Peer
Group
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Stock Units
Vesting(1)
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90%tile and greater
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(maximum)
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100.0
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%
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85%tile
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88.7
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%
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80%tile
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78.0
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%
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75%tile
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(target)
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66.7
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%
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70%tile
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62.0
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%
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65%tile
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57.3
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%
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60%tile
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52.7
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%
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55%tile
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47.3
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%
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50%tile
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42.7
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%
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45%tile
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38.0
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%
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40%tile
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(threshold)
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33.3
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%
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Below 40%tile
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0
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%
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(1)
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Values between those listed are
interpolated on a linear basis. Each percentage represents a
percentage of the total number of restricted stock units awarded
for the maximum level of performance for the
2010-2012
performance cycle.
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The performance-vested restricted shares awarded by the
compensation committee in February 2007 for the
2007-2009
performance cycle were eligible for vesting effective
February 7, 2010. Performance-vested restricted shares for
the
2007-2009
performance cycle were evaluated based on the performance
measure of TSR for our shares relative to the companies in the
DJ Index as well as companies in the Competitor Group (except
that Helmerich & Payne, Inc. and Nabors Industries,
Ltd. are used instead of Hercules Offshore, Inc. pursuant to the
terms of the grant agreement governing such award). At the end
of the performance period, the percentile ranking of the TSR for
our shares corresponded to the vesting of 44.01 percent of
the outstanding performance-vested restricted shares awarded.
Based on this performance, the total number of
performance-vested restricted shares that vested for those named
executive officers who received an award were as follows:
Mr. Williams 34,834,
Ms. Robertson 29,028 shares and
Mr. Mitchell 23,222 shares, and an
aggregate of 110,790 shares did not vest and were forfeited
by these individuals.
The performance-vested restricted shares awarded by the
compensation committee in February 2008 for the
2008-2010
performance cycle were eligible for vesting effective
February 4, 2011. Performance-vested restricted shares for
the
2008-2010
performance cycle were evaluated based on the performance
measure of TSR for our shares relative to the companies in the
DJ Index and the Competitor Group (as modified in the preceding
paragraph). At the end of the performance period, the percentile
ranking of the TSR for our shares relative to the companies in
the DJ Index and the Competitor Group was below the minimum
threshold for vesting, so none of the outstanding
performance-vested restricted shares awarded for the
2008-2010
performance cycle vested. An aggregate of 189,477 shares
did not vest and were forfeited by Mr. Williams,
Ms. Robertson and Mr. Mitchell.
22
In February 2011, the compensation committee approved grants to
the named executive officers of performance-based restricted
stock units for the
2011-2013
performance cycle. As with the awards for the
2010-2012
performance cycle, the awards for the
2011-2013
performance cycle provide that the total number of restricted
stock units awarded will vest based on the TSR for our shares
relative to the companies in the Peer Group. The compensation
committee selected the target award level at the
51st percentile relative to the companies in the Peer
Group. The maximum number of performance-vested restricted stock
units that can be awarded is approximately 200% of the target
award level; therefore, target level performance at the
51st percentile equates to approximately half of the
maximum number of performance-vested restricted stock units
awarded. TSR performance below the 25th percentile relative to
the companies in the Peer Group will result in the vesting of
none of the outstanding performance-vested restricted stock
units awarded for the
2011-2013
performance cycle.
To determine the number of performance-vested restricted stock
units awarded for the
2011-2013
performance cycle that will vest, the percentile ranking of the
TSR for our shares is computed relative to the companies in the
Peer Group at the end of the performance cycle. Then, the Peer
Group percentile ranking is cross-referenced in the table below
to determine the percentage of performance-vested restricted
stock units that will vest for the
2011-2013
performance cycle.
Performance
Table
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Percentage of Performance-Vested
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TSR for Shares
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|
Maximum Restricted
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|
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|
Relative to the Peer
Group
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|
Stock Units
Vesting(1)
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|
|
|
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90%tile and greater
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(maximum)
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100
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%
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75%tile
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(above target)
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75
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%
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51%tile
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|
(target)
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50
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%
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25%tile
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|
(threshold)
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25
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%
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|
Below 25%tile
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|
(below threshold)
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0
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%
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|
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|
(1)
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Values between those listed are
interpolated on a linear basis. Each percentage represents a
percentage of the total number of restricted stock units awarded
for the maximum level of performance for the
2011-2013
performance cycle.
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The changes to the performance-based restricted stock unit
awards for the
2011-2013
performance cycle were instituted to better retain and
incentivize management while retaining meaningful performance
metrics that align management with the interests of our
shareholders. The compensation committee also believes that
these metrics are more comparable with the metrics used by our
Peer Group for performance-based awards.
The total value of the long-term incentive awards is developed
considering our objectives for this component of total
compensation relative to the pay of the companies in the Peer
Group and is set to be competitive with the Peer Group. Our
Chief Executive Officer recommends for consideration and
approval by the compensation committee the total value of the
awards to the compensation committee for all positions other
than his own. The compensation committee determines the total
award value of the long-term incentive awards for our Chief
Executive Officer and, based in part on the Chief Executive
Officers recommendations, the other positions.
In applying the methodology above, the compensation committee
has the discretion to adjust option grants and restricted stock
unit awards for the current year based on considerations of
internal equity and individual performance during the prior year.
Awards granted under the 1991 Plan that have not vested may be
subject to accelerated vesting upon the occurrence of certain
events. The vesting of awards are subject to acceleration upon
the death, Disability or Retirement of the employee or a Change
in Control of the Company (as set forth, and as such terms are
defined, in the 1991 Plan, the grant agreements relating to such
awards or the change of control employment agreements).
23
Retirement
and Other Benefits
We offer retirement programs that are intended to supplement the
personal savings and social security for covered officers and
other employees. The programs include the Noble Drilling
Corporation 401(k) Savings Plan, the Noble Drilling Corporation
401(k) Savings Restoration Plan, the Noble Drilling Corporation
Salaried Employees Retirement Plan, the Noble Drilling
Corporation Retirement Restoration Plan, and the Noble Drilling
Corporation Profit Sharing Plan. The Company believes that these
retirement programs assist the Company in maintaining a
competitive position in attracting and retaining officers and
other employees.
401(k) Savings Plan and 401(k) Savings Restoration
Plan. We adopted the Noble Drilling Corporation
401(k) Savings Plan to enable qualified employees, including the
named executive officers, to save for retirement through a
tax-advantaged combination of employee and Company contributions
and to provide employees the opportunity to directly manage
their retirement plan assets through a variety of investment
options. The 401(k) Plan allows eligible employees to elect to
contribute from one percent to 50 percent of their basic
compensation, which is generally the employees base pay,
to the plan. Employee contributions are matched in cash by us at
the rate of $0.70 per $1.00 employee contribution for the
first six percent of the employees basic compensation.
After the employee has completed five years of continuous
service as determined under the 401(k) Plan, employee
contributions are matched in cash or shares by us at the rate of
$1.00 per $1.00 employee contribution for the first six
percent of the employees basic compensation. Vesting in an
employees employer matching contribution account is based
on the employees years of service with the Company and its
affiliates. The amount credited to an employees employer
matching contribution account becomes fully vested upon
completion of three years of service by the employee. However,
regardless of the number of years of service, an employee is
fully vested in his employer matching contribution account if
the employee retires at age 65 or later or the
employees employment is terminated due to death or
disability.
The Noble Drilling Corporation 401(k) Savings Restoration Plan
and the Noble Drilling Corporation 2009 401(k) Savings
Restoration Plan are unfunded, nonqualified employee benefit
plans under which certain highly compensated employees of the
Company and its subsidiaries may elect to defer compensation in
excess of amounts deferrable under the Noble Drilling
Corporation 401(k) Savings Plan. These nonqualified plans are
discussed in further detail below in this Executive Compensation
section following the table captioned Nonqualified
Deferred Compensation.
Profit Sharing Plan. The Noble Drilling
Corporation Profit Sharing Plan is a qualified defined
contribution plan. This plan excludes as participants any
employee hired prior to August 1, 2004 or any employee who
participates in the Noble Drilling Corporation Salaried
Employees Retirement Plan (in which participation was
discontinued effective July 31, 2004 for persons originally
commencing employment after that date). Each year we may elect
to make a discretionary contribution to the plan. Any such
contribution would be an amount determined and authorized for
the plan year by our Board and the board of directors of Noble
Drilling Corporation, a Delaware corporation wholly-owned by
direct and indirect subsidiaries of the Company. The total plan
contribution, if any, is allocated to each participant in the
plan based on such employees basic compensation, which is
generally the employees base pay for the year, in
proportion to the total basic compensation of all participants
in the plan. For the 2010 plan year, each participant was
allocated a contribution equal to 3.11 percent of his basic
compensation. Vesting in an employees profit sharing
account is based on the employees years of service with
the Company and its affiliates. The amount credited to an
employees profit sharing account becomes fully vested upon
completion of three years of service by the employee. However,
regardless of the number of years of service, an employee is
fully vested in his employer matching contribution account if
the employee retires at age 65 or later or the
employees employment is terminated due to death or
disability.
Salaried Employees Retirement Plan and Retirement
Restoration Plan. Participation in the Noble
Drilling Corporation Salaried Employees Retirement Plan
(and the related unfunded, nonqualified Noble Drilling
Corporation Retirement Restoration Plan) remains in effect for
all participants originally hired on or before July 31,
2004. In general, our U.S. salaried employees, including
the named executive officers who are participants, are provided
with income for their retirement through the Noble Drilling
Corporation Salaried Employees Retirement Plan, a
qualified defined benefit pension plan, in which benefits are
determined by
24
years of service and average monthly compensation calculated
pursuant to the plan. Eligible compensation in excess of the
annual compensation limit as defined by the Internal Revenue
Service for a given year is considered in the Noble Drilling
Corporation Retirement Restoration Plan. Because the benefits
under these plans increase with an employees period of
service, we believe these plans encourage participants to make
long-term commitments to the Company. The Noble Drilling
Corporation Salaried Employees Retirement Plan and Noble
Drilling Corporation Retirement Restoration Plan are discussed
in further detail below in this Executive Compensation section
following the table captioned Pension Benefits.
Other Benefits. The Company provides named
executive officers with perquisites and other personal benefits
that the Company and the compensation committee believe are
reasonable and consistent with its overall compensation program.
Attributed costs of perquisites for the named executive officers
for the year ended December 31, 2010 are included in the
All Other Compensation column of the Summary
Compensation table.
The Company provides healthcare, life and disability insurance,
and other employee benefit programs to its employees, including
its named executive officers, which the Company believes assists
in maintaining a competitive position in terms of attracting and
retaining officers and other employees. These employee benefits
plans are provided on a non-discriminatory basis to all
employees.
Relocation
Benefits for Employees Relocating to Switzerland
In 2009 and 2010, we relocated certain of our employees,
including the named executive officers, to Geneva, Switzerland.
The relocation benefits to which the named executive officers
are entitled include the following:
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a relocation package that includes (i) a lump sum
relocation allowance equal to one months base salary plus
$10,000 (up to a maximum of $80,000); (ii) temporary
housing in Geneva, Switzerland for up to six months; and
(iii) standard outbound services, including house
hunting trips, tax preparation services, home sales
assistance, shipment of personal effects and other relocation
costs;
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a housing allowance of between CHF 16,150 and CHF 19,475 per
month, for five years;
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a car allowance of CHF 1,500 per month, for five years;
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a foreign service premium of 16 percent of base pay, for
five years;
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a resident area allowance of nine percent of base pay, for five
years;
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reimbursement or payment of school fees for eligible dependents
to age 19, or through high school equivalency; and
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an annual home leave allowance equivalent to an advance purchase
business class round-trip ticket for the employee, spouse and
eligible dependents back to their point of origin.
|
We will also provide tax equalization for the employees,
including the named executive officers, for five years so that
their overall tax liability will be equal to their stay at
home tax liability with respect to their base salary,
annual bonus, foreign service premium, resident area allowance
and incentive plan awards. The allowances and reimbursements
outlined above will be increased to cover Swiss taxes and social
security payments. The employees, including the named executive
officers will, under our tax equalization plan, be fully
reimbursed for any obligation they may have to pay Swiss wealth
tax. We believe the relocation benefits are appropriate and
necessary to maintain our management team, including the named
executive officers.
25
Share
Ownership Guidelines
We encourage all our directors and executives to align their
interests with our shareholders by making a personal investment
in our shares. The Companys minimum share ownership
guidelines for our executives are set forth below. The named
executive officers participate in pay grade levels 33
through 37. We expect that each of our executives will meet
these minimum guidelines within five years of when the
guidelines first apply to the executive.
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Ownership Guidelines
|
Pay Grade Level
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|
(Multiple of Base Salary)
|
|
Pay Grade 37
|
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|
5.0 times
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|
Pay Grades 34 through 36
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|
|
4.0 times
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Pay Grades 31 through 33
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3.5 times
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|
Pay Grades 28 through 30
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|
2.5 times
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|
Pay Grade 27
|
|
|
2.0 times
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|
Pay Grade 26
|
|
|
1.5 times
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The Companys minimum share ownership guidelines for our
outside directors are five times their annual retainer, or
$250,000. We expect that each director will meet these minimum
guidelines within three years of when the guidelines first apply
to the director.
Determination
of Timing of Equity-Based Awards
The Companys practice historically has been to award
restricted shares or restricted stock units and grant options to
new executives contemporaneously with their hire date and to
current executives at regularly-scheduled quarterly meetings of
the compensation committee following the public release of the
immediately preceding quarters financial results and any
other material nonpublic information.
Change of
Control Arrangements
The named executive officers serving at December 31, 2010
are parties to change of control employment agreements which we
have offered to certain senior executives since 1998. These
agreements become effective only upon a change of control
(within the meaning set forth in the agreement). If a defined
change of control occurs and the employment of the named
executive officer is terminated either by us (for reasons other
than death, disability or cause) or by the officer (for good
reason or upon the officers determination to leave without
any reason during the
30-day
period immediately following the first anniversary of the change
of control), which requirements can be referred to as a
double trigger, the executive officer will receive
payments and benefits set forth in the agreement. The terms of
the agreements are summarized in this proxy statement under the
caption Potential Payments on Termination or Change of
Control Change of Control Employment
Agreements. We believe a double trigger
requirement, rather than a single trigger
requirement (which would be satisfied simply if a change of
control occurs), maximizes shareholder value because it prevents
an unintended windfall to the named executive officers in the
event of a friendly (non-hostile) change of control.
Impact of
Accounting and Tax Treatments of Compensation
In recent years the compensation committee has increased the
proportion of annual long-term incentive compensation to our
named executive officers represented in the form of restricted
shares or restricted stock units as compared to nonqualified
stock options. This compensation committee action reflects,
among other things, the changes in accounting standards
modifying the accounting treatment of nonqualified stock
options. The compensation committee intends to continually
monitor these issues regarding tax and accounting regulations,
overall effectiveness of the programs and best practices.
The compensation committee intends to retain flexibility to
design compensation programs, even where compensation payable
under such programs may not be fully deductible, if such
programs effectively
26
recognize a full range of criteria important to the
Companys success and result in a gain to the Company that
would outweigh the limited negative tax effect.
Conclusion
We believe our compensation programs components and levels
are appropriate for our industry and provide a direct link to
enhancing shareholder value and advancing the core principles of
our compensation philosophy and objectives to ensure the
long-term success of the Company. We will continue to monitor
current trends and issues in our industry, as well as the
effectiveness of our program with respect to our named executive
officers, to properly consider whether to modify our program
where and when appropriate.
The following compensation committee report shall not be deemed
to be soliciting material or to be filed
with the SEC or subject to the SECs proxy rules, except
for the required disclosure herein or in the Annual Report on
Form 10-K
for the year ended December 31, 2010, or to the liabilities
of Section 18 of the Exchange Act, and such information
shall not be deemed to be incorporated by reference into any
filing made by the Company under the Securities Act of 1933, as
amended, or the Exchange Act.
27
Compensation
Committee Report
To the Shareholders of Noble Corporation:
The compensation committee of the Board has reviewed and
discussed with management of the Company the Compensation
Discussion and Analysis included in this proxy statement. Based
on such review and discussion, the compensation committee
recommended to the Board that the Compensation Discussion and
Analysis be included in this proxy statement.
COMPENSATION COMMITTEE
Marc E. Leland, Chair
Michael A. Cawley
Jack E. Little
Jon A. Marshall
28
The following table sets forth the compensation of the person
who served as our Chief Executive Officer during 2010, the
person who served as our Chief Financial Officer during 2010,
and the other executive officers of the Company who we have
determined are our named executive officers for 2010 pursuant to
the applicable rules of the SEC (collectively, the named
executive officers).
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus(1)
|
|
Awards(2)
|
|
Awards(2)
|
|
Compensation(1)
|
|
Earnings(3)
|
|
Compensation(4)
|
|
Total
|
|
David W. Williams
|
|
|
2010
|
|
|
$
|
983,750
|
|
|
$
|
750,000
|
|
|
$
|
4,323,613
|
|
|
$
|
1,120,907
|
|
|
$
|
500,000
|
|
|
$
|
332,712
|
|
|
$
|
1,574,394
|
(5)
|
|
$
|
9,585,376
|
|
Chairman, President
|
|
|
2009
|
|
|
$
|
801,666
|
|
|
$
|
795,625
|
|
|
$
|
4,369,661
|
|
|
$
|
873,435
|
|
|
$
|
704,375
|
|
|
$
|
225,665
|
|
|
$
|
689,051
|
(5)
|
|
$
|
8,459,478
|
|
and Chief Executive Officer,
and former Senior Vice
President and Chief
Operating Officer(5)
|
|
|
2008
|
|
|
$
|
765,001
|
|
|
$
|
650,000
|
|
|
$
|
4,662,588
|
|
|
$
|
822,816
|
|
|
$
|
573,750
|
|
|
$
|
124,770
|
|
|
$
|
33,141
|
|
|
$
|
7,632,066
|
|
Julie J. Robertson
|
|
|
2010
|
|
|
$
|
493,500
|
|
|
$
|
279,375
|
|
|
$
|
1,289,519
|
|
|
$
|
334,308
|
|
|
$
|
185,625
|
|
|
$
|
757,272
|
|
|
$
|
974,285
|
(6)
|
|
$
|
4,313,884
|
|
Executive Vice
|
|
|
2009
|
|
|
$
|
475,167
|
|
|
$
|
336,969
|
|
|
$
|
1,688,271
|
|
|
$
|
337,461
|
|
|
$
|
313,031
|
|
|
$
|
395,665
|
|
|
$
|
74,317
|
(6)
|
|
$
|
3,620,881
|
|
President and Corporate
Secretary
|
|
|
2008
|
|
|
$
|
452,500
|
|
|
$
|
284,062
|
|
|
$
|
1,968,631
|
|
|
$
|
347,408
|
|
|
$
|
255,938
|
|
|
$
|
383,994
|
|
|
$
|
22,749
|
|
|
$
|
3,715,282
|
|
Thomas L. Mitchell
|
|
|
2010
|
|
|
$
|
457,917
|
|
|
$
|
257,875
|
|
|
$
|
1,137,765
|
|
|
$
|
294,975
|
|
|
$
|
172,125
|
|
|
|
|
|
|
$
|
909,057
|
(7)
|
|
$
|
3,229,714
|
|
Senior Vice President,
|
|
|
2009
|
|
|
$
|
444,250
|
|
|
$
|
297,312
|
|
|
$
|
1,489,660
|
|
|
$
|
297,760
|
|
|
$
|
292,688
|
|
|
|
|
|
|
$
|
578,872
|
(7)
|
|
$
|
3,400,542
|
|
Chief Financial Officer,
Treasurer and Controller
|
|
|
2008
|
|
|
$
|
422,916
|
|
|
$
|
260,938
|
|
|
$
|
1,657,804
|
|
|
$
|
292,560
|
|
|
$
|
239,063
|
|
|
|
|
|
|
$
|
29,530
|
|
|
$
|
2,902,811
|
|
Donald E. Jacobsen
|
|
|
2010
|
|
|
$
|
484,167
|
|
|
$
|
227,375
|
|
|
$
|
758,547
|
|
|
$
|
196,650
|
|
|
$
|
157,625
|
|
|
|
|
|
|
$
|
794,618
|
(8)
|
|
$
|
2,618,982
|
|
Senior Vice President
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger B. Hunt
|
|
|
2010
|
|
|
$
|
385,083
|
|
|
$
|
219,550
|
|
|
$
|
758,547
|
|
|
$
|
196,650
|
|
|
$
|
125,450
|
|
|
|
|
|
|
$
|
669,827
|
(9)
|
|
$
|
2,355,107
|
|
Senior Vice President
Marketing and Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The Discretionary Bonuses awarded
under the applicable STIP are disclosed in the Bonus column. The
cash Performance Bonuses awarded under the STIP are disclosed in
the Non-Equity Incentive Plan Compensation column.
|
|
(2)
|
|
Represents the aggregate grant date
fair value of the awards computed in accordance with FASB ASC
Topic 718. A description of the assumptions made in our
valuation of restricted shares and stock option awards is set
forth in Note 8 to our audited consolidated financial
statements in the 2010
Form 10-K.
The maximum value of the performance-based restricted stock
awards, calculated as the maximum number of shares that may be
issued multiplied by the market price of the shares on the grant
date is as follows: Mr. Williams $4,536,769;
Ms. Robertson $1,353,085;
Mr. Mitchell $1,193,847;
Mr. Jacobsen $795,951; and
Mr. Hunt $795,951.
|
|
(3)
|
|
The amounts in this column
represent the aggregate change in the actuarial present value of
each named executive officers accumulated benefit under
the Noble Drilling Corporation Salaried Employees
Retirement Plan and the Noble Drilling Corporation Retirement
Restoration Plan for the year. Does not include any amounts that
are above-market or preferential earnings on deferred
compensation.
|
|
(4)
|
|
The amount in All Other
Compensation includes foreign service employment benefits paid
in connection with the relocation of each named executive
officer to our principal executive offices in Geneva,
Switzerland as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
Resident
|
|
|
|
|
|
|
|
|
|
|
Relocation
|
|
Housing /Auto
|
|
Service
|
|
Area
|
|
Reimbursement
|
|
Moving
|
|
Swiss Tax
|
|
|
Year
|
|
Allowance
|
|
Allowance*
|
|
Premium
|
|
Allowance
|
|
of School Fees*
|
|
Expenses
|
|
Payment*
|
|
David W. Williams
|
|
|
2010
|
|
|
|
|
|
|
$
|
247,235
|
|
|
$
|
157,408
|
|
|
$
|
81,038
|
|
|
|
|
|
|
|
|
|
|
$
|
587,425
|
|
|
|
|
2009
|
|
|
$
|
78,217
|
|
|
$
|
95,837
|
|
|
$
|
51,419
|
|
|
$
|
28,924
|
|
|
|
|
|
|
$
|
121,013
|
|
|
$
|
209,647
|
|
Julie J. Robertson
|
|
|
2010
|
|
|
$
|
53,145
|
|
|
$
|
230,438
|
|
|
$
|
75,184
|
|
|
$
|
38,574
|
|
|
|
|
|
|
$
|
24,669
|
|
|
$
|
351,794
|
|
|
|
|
2009
|
|
|
|
|
|
|
$
|
17,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Mitchell
|
|
|
2010
|
|
|
|
|
|
|
$
|
208,547
|
|
|
$
|
73,266
|
|
|
$
|
37,766
|
|
|
|
|
|
|
|
|
|
|
$
|
406,863
|
|
|
|
|
2009
|
|
|
$
|
47,861
|
|
|
$
|
81,808
|
|
|
$
|
26,200
|
|
|
$
|
14,743
|
|
|
$
|
25,810
|
|
|
$
|
47,938
|
|
|
$
|
139,635
|
|
Donald E. Jacobsen
|
|
|
2010
|
|
|
$
|
53,691
|
|
|
$
|
208,042
|
|
|
$
|
76,616
|
|
|
$
|
39,467
|
|
|
|
|
|
|
|
20,729
|
|
|
$
|
323,261
|
|
Roger B. Hunt
|
|
|
2010
|
|
|
|
|
|
|
$
|
210,644
|
|
|
$
|
61,606
|
|
|
$
|
31,772
|
|
|
$
|
16,414
|
|
|
|
3,229
|
|
|
$
|
280,884
|
|
|
|
|
*
|
|
Payments made in Swiss francs and
converted to U.S. dollars at the time of payment using the
exchange rate on the date of payment.
|
29
|
|
|
(5)
|
|
On January 2, 2008,
Mr. Williams was appointed as Chairman of the Board, Chief
Executive Officer and President of the Company. Compensation
amounts for the full year are reflected in this Summary
Compensation Table. In addition to the foreign service
employment benefits described above, the amount in All Other
Compensation includes Company contributions to the Noble
Drilling Corporation 401(k) Savings Plan and the Noble Drilling
Corporation 401(k) Savings Restoration Plan, dividends and
returns of capital paid by the Company on restricted shares
($476,051 for 2010, $83,856 for 2009), an annual home leave
allowance, premiums paid by the Company for life, AD&D and
business travel and accident insurance, and a tax preparation
allowance.
|
|
(6)
|
|
In addition to the foreign service
employment benefits described above, the amount in All Other
Compensation includes Company contributions to the Noble
Drilling Corporation 401(k) Savings Plan and the Noble Drilling
Corporation 401(k) Savings Restoration Plan, dividends and
returns of capital paid by the Company on restricted shares
($174,376 for 2010, $38,774 for 2009), an annual home leave
allowance, and premiums paid by the Company for life, AD&D
and business travel and accident insurance.
|
|
(7)
|
|
In addition to the foreign service
employment benefits described above, the amount in All Other
Compensation includes Company contributions to the Noble
Drilling Corporation 401(k) Savings Plan, dividends and returns
of capital paid by the Company on restricted shares ($152,015
for 2010, $36,223 for 2009), Profit Sharing Plan contributions,
a tax preparation allowance, an annual home leave allowance, and
premiums paid by the Company for life, AD&D and business
travel and accident insurance.
|
|
(8)
|
|
Mr. Jacobsen joined the
Company as Senior Vice President Operations on
July 30, 2009. For 2010, in addition to the foreign service
employment benefits described above, the amount in All Other
Compensation includes Company contributions to the Noble
Drilling Corporation 401(k) Savings Plan, a contribution to the
Profit Sharing Plan, dividends and returns of capital paid by
the Company on restricted shares ($45,124), an annual home leave
allowance, and premiums paid by the Company for life, AD&D
and business travel and accident insurance.
|
|
(9)
|
|
Mr. Hunt joined the Company as
Senior Vice President Marketing and Contracts on
July 20, 2009. For 2010, in addition to the foreign service
employment benefits described above, the amount in All Other
Compensation includes Company contributions to the Noble
Drilling Corporation 401(k) Savings Plan, a contribution to the
Profit Sharing Plan, dividends and returns of capital paid by
the Company on restricted shares ($40,621), an annual home leave
allowance, and premiums paid by the Company for life, AD&D
and business travel and accident insurance.
|
The following table sets forth certain information about grants
of plan-based awards during the year ended December 31,
2010 to each of the named executive officers.
Grants
of Plan-Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Awards:
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts
|
|
Estimated Future Payouts Under
|
|
Awards:
|
|
Number of
|
|
Exercise or
|
|
Grant Date
|
|
|
|
|
Under Non-Equity Incentive
|
|
Equity Incentive
|
|
Number of
|
|
Securities
|
|
Base Price
|
|
Fair Value of
|
|
|
|
|
Plan Awards(1)
|
|
Plan Awards(2)
|
|
shares of
|
|
Underlying
|
|
of Option
|
|
Stock and
|
|
|
|
|
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Stock or
|
|
Options
|
|
Awards
|
|
Option
|
Name
|
|
Grant Date
|
|
Threshold ($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
Units (#)(3)
|
|
(#)(4)
|
|
($/Sh)(4)
|
|
Awards(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David W. Williams
|
|
February 6, 2010
|
|
|
|
|
|
$
|
500,000
|
|
|
$
|
1,000,000
|
|
|
|
38,063
|
|
|
|
76,126
|
|
|
|
114,190
|
|
|
|
57,780
|
|
|
|
69,449
|
|
|
$
|
39.46
|
|
|
$
|
5,444,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Julie J. Robertson
|
|
February 6, 2010
|
|
|
|
|
|
$
|
185,625
|
|
|
$
|
371,250
|
|
|
|
11,352
|
|
|
|
22,705
|
|
|
|
34,057
|
|
|
|
17,233
|
|
|
|
20,713
|
|
|
$
|
39.46
|
|
|
$
|
1,623,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Mitchell
|
|
February 6, 2010
|
|
|
|
|
|
$
|
172,125
|
|
|
$
|
344,250
|
|
|
|
10,017
|
|
|
|
20,033
|
|
|
|
30,049
|
|
|
|
15,205
|
|
|
|
18,276
|
|
|
$
|
39.46
|
|
|
$
|
1,432,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald E. Jacobsen
|
|
February 6, 2010
|
|
|
|
|
|
$
|
157,625
|
|
|
$
|
315,250
|
|
|
|
6,678
|
|
|
|
13,356
|
|
|
|
20,034
|
|
|
|
10,137
|
|
|
|
12,184
|
|
|
$
|
39.46
|
|
|
$
|
955,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger B. Hunt
|
|
February 6, 2010
|
|
|
|
|
|
$
|
125,450
|
|
|
$
|
250,900
|
|
|
|
6,678
|
|
|
|
13,356
|
|
|
|
20,034
|
|
|
|
10,137
|
|
|
|
12,184
|
|
|
$
|
39.46
|
|
|
$
|
955,197
|
|
|
|
|
(1)
|
|
Represents the dollar value of the
applicable range (threshold, target and maximum amounts) of
Performance Bonuses awarded under the 2010 STIP. The Performance
Bonus awarded to the named executive officers under the 2010
STIP are set forth in the Non-Equity Incentive Plan Compensation
column of the Summary Compensation Table.
|
|
(2)
|
|
Represents performance-vested
restricted stock units awarded during the year ended
December 31, 2010 under the 1991 Plan.
|
|
(3)
|
|
Represents time-vested restricted
stock units awarded during the year ended December 31, 2010
under the 1991 Plan.
|
|
(4)
|
|
Represents nonqualified stock
options granted during the year ended December 31, 2010
under the 1991 Plan. The exercise price for these nonqualified
stock options of $39.46 represents the fair market value per
share on the date of grant as specified in the 1991 Plan
(average of the high and low prices of the shares on the day
preceding the grant date).
|
|
(5)
|
|
Represents the aggregate grant date
fair value of the award computed in accordance with FASB ASC
Topic 718.
|
For a description of the material terms of the awards reported
in the Grants of Plan-Based Awards table, including
performance-based conditions and vesting schedules applicable to
such awards, see Compensation Discussion and
Analysis How Amounts for Compensation Components are
Determined.
30
The following table sets forth certain information about
outstanding equity awards at December 31, 2010 held by the
named executive officers.
Outstanding
Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1)
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
Number of
|
|
Payout Value
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Unearned
|
|
of Unearned
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
Shares, Units
|
|
Shares, Units
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Units of
|
|
Units of
|
|
or Other
|
|
or Other
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Stock That
|
|
Stock That
|
|
Rights That
|
|
Rights That
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
|
Options (#)
|
|
Options (#)
|
|
Exercise
|
|
Option
|
|
Vested (#)
|
|
Vested ($)
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Price ($)
|
|
Expiration Date
|
|
(2)
|
|
(3)
|
|
(#)(4)
|
|
($)(3)
|
|
David W. Williams
|
|
|
|
|
|
|
69,449
|
(5)
|
|
$
|
39.46
|
|
|
February 6, 2020
|
|
|
121,124
|
(8)
|
|
$
|
4,332,605
|
|
|
|
276,078
|
(13)
|
|
$
|
9,875,310
|
|
|
|
|
33,697
|
|
|
|
67,395
|
(6)
|
|
$
|
24.66
|
|
|
February 25, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,284
|
|
|
|
17,142
|
(7)
|
|
$
|
43.01
|
|
|
February 7, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,460
|
|
|
|
|
|
|
$
|
35.79
|
|
|
February 13, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
$
|
31.505
|
|
|
September 20, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Julie J. Robertson
|
|
|
|
|
|
|
20,713
|
(5)
|
|
$
|
39.46
|
|
|
February 6, 2020
|
|
|
42,273
|
(9)
|
|
$
|
1,512,105
|
|
|
|
102,507
|
(14)
|
|
$
|
3,666,675
|
|
|
|
|
13,019
|
|
|
|
26,039
|
(6)
|
|
$
|
24.66
|
|
|
February 25, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,475
|
|
|
|
7,238
|
(7)
|
|
$
|
43.01
|
|
|
February 7, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,884
|
|
|
|
|
|
|
$
|
35.79
|
|
|
February 13, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,752
|
|
|
|
|
|
|
$
|
37.925
|
|
|
February 2, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,000
|
|
|
|
|
|
|
$
|
26.46
|
|
|
April 27, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,996
|
|
|
|
|
|
|
$
|
18.78
|
|
|
April 20, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,000
|
|
|
|
|
|
|
$
|
15.60
|
|
|
July 25, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
$
|
15.55
|
|
|
July 26, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Mitchell
|
|
|
|
|
|
|
18,276
|
(5)
|
|
$
|
39.46
|
|
|
February 6, 2020
|
|
|
37,031
|
(10)
|
|
$
|
1,324,599
|
|
|
|
89,239
|
(15)
|
|
$
|
3,192,079
|
|
|
|
|
11,487
|
|
|
|
22,976
|
(6)
|
|
$
|
24.66
|
|
|
February 25, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,190
|
|
|
|
6,095
|
(7)
|
|
$
|
43.01
|
|
|
February 7, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,306
|
|
|
|
|
|
|
$
|
35.79
|
|
|
February 13, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
$
|
35.495
|
|
|
November 6, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald E. Jacobsen
|
|
|
|
|
|
|
12,184
|
(5)
|
|
$
|
39.46
|
|
|
February 6, 2020
|
|
|
29,815
|
(11)
|
|
$
|
1,066,483
|
|
|
|
13,356
|
(16)
|
|
$
|
477,744
|
|
Roger B. Hunt
|
|
|
|
|
|
|
12,184
|
(5)
|
|
$
|
39.46
|
|
|
February 6, 2020
|
|
|
24,987
|
(12)
|
|
$
|
893,785
|
|
|
|
13,356
|
(16)
|
|
$
|
477,744
|
|
|
|
|
(1)
|
|
For each named executive officer,
represents nonqualified stock options granted under the 1991
Plan.
|
|
(2)
|
|
Except as otherwise noted, the
numbers in this column represent time-vested restricted shares
and restricted stock units awarded under the 1991 Plan.
|
|
(3)
|
|
The market value was computed by
multiplying the closing market price of the shares at
December 31, 2010 ($35.77 per share) by the number of
shares that have not vested.
|
|
(4)
|
|
The numbers in this column
represent performance-vested restricted shares and restricted
stock units and are calculated based on the assumption that the
applicable target performance goal is achieved.
|
|
(5)
|
|
One-third of the options granted
are exercisable on each of February 6, 2011,
February 6, 2012, and February 6, 2013.
|
|
(6)
|
|
One-third of the options granted
are exercisable on each of February 25, 2010,
February 25, 2011, and February 25, 2012.
|
|
(7)
|
|
One-third of the options granted
are exercisable on each of February 7, 2009,
February 7, 2010, and February 7, 2011.
|
|
(8)
|
|
Of these shares, 19,260 vested on
February 6, 2011, 15,763 vested on February 7, 2011,
23,790 vested on February 25, 2011, 19,260 will vest on
February 6, 2012, 23,791 will vest on February 25,
2012, and 19,260 will vest on February 6, 2013.
|
|
(9)
|
|
Of these shares, 5,744 vested on
February 6, 2011, 6,656 vested on February 7, 2011,
9,192 vested on February 25, 2011, 5,744 will vest on
February 6, 2012, 9,192 will vest on February 25,
2012, and 5,745 will vest on February 6, 2013.
|
|
(10)
|
|
Of these shares, 5,068 vested on
February 6, 2011, 5,605 vested on February 7, 2011,
8,110 vested on February 25, 2011, 5,068 will vest on
February 6, 2012, 8,111 will vest on February 25,
2012, and 5,069 will vest on February 6, 2013.
|
|
(11)
|
|
Of these shares, 3,379 vested on
February 6, 2011, 9,839 will vest on July 30, 2011,
3,379 will vest on February 6, 2012, 9,839 will vest on
July 30, 2012, and 3,379 will vest on February 6, 2013.
|
|
(12)
|
|
Of these shares, 3,379 vested on
February 6, 2011, 7,425 will vest on July 20, 2011,
3,379 will vest on February 6, 2012, 7,425 will vest on
July 20, 2012, and 3,379 will vest on February 6, 2013.
|
|
(13)
|
|
Includes 76,126, 128,898 and 71,054
performance-vested restricted shares that will vest, if at all,
based on the applicable performance measures over the
2010-2012,
2009-2011
and
2008-2010
performance cycles; performance-vested restricted shares awarded
in 2008 for the
2008-2010
performance cycle did not vest and were forfeited subsequent to
December 31, 2010.
|
31
|
|
|
(14)
|
|
Includes 22,705, 49,801 and 30,001
performance-vested restricted shares that will vest, if at all,
based on the applicable performance measures over the
2010-2012,
2009-2011
and
2008-2010
performance cycles; performance-vested restricted shares awarded
in 2008 for the
2008-2010
performance cycle did not vest and were forfeited subsequent to
December 31, 2010.
|
|
(15)
|
|
Includes 20,033, 43,942 and 25,264
performance-vested restricted shares that will vest, if at all,
based on the applicable performance measures over the
2010-2012,
2009-2011
and
2008-2010
performance cycles; performance-vested restricted shares awarded
in 2008 for the
2008-2010
performance cycle did not vest and were forfeited subsequent to
December 31, 2010.
|
|
(16)
|
|
Includes 13,356 performance-vested
restricted shares that will vest, if at all, based on the
applicable performance measures over the
2010-2012
performance cycle.
|
The following table sets forth certain information about the
amounts received upon the exercise of options or the vesting of
restricted shares during the year ended December 31, 2010
for each of the named executive officers on an aggregated basis.
Option
Exercises and Stock Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1)
|
|
Stock Awards(1)
|
|
|
Number of Shares
|
|
|
|
Number of Shares
|
|
|
|
|
Acquired on
|
|
Value Realized on
|
|
Acquired on
|
|
Value Realized on
|
Name
|
|
Exercise (#)
|
|
Exercise ($)(2)
|
|
Vesting (#)
|
|
Vesting ($)(3)
|
|
David W. Williams
|
|
|
|
|
|
|
|
|
|
|
81,093
|
|
|
$
|
3,309,019
|
|
Julie J. Robertson
|
|
|
100,000
|
|
|
$
|
1,324,201
|
|
|
|
50,462
|
|
|
$
|
2,059,069
|
|
Thomas L. Mitchell
|
|
|
|
|
|
|
|
|
|
|
41,408
|
|
|
$
|
1,655,269
|
|
Donald E. Jacobsen
|
|
|
|
|
|
|
|
|
|
|
9,838
|
|
|
$
|
315,701
|
|
Roger B. Hunt
|
|
|
|
|
|
|
|
|
|
|
7,425
|
|
|
$
|
228,096
|
|
|
|
|
(1)
|
|
Represents non-qualified stock
option grants and restricted share awards under the 1991 Plan
for each named executive officer.
|
|
(2)
|
|
The value is based on the
difference in the market price of the shares at the time of
exercise and the exercise price of the options.
|
|
(3)
|
|
The value is based on the average
of the high and low stock price on the vesting date multiplied
by the aggregate number of shares that vested on such date.
|
The following table sets forth certain information about
retirement payments and benefits under Noble Drilling
Corporation defined benefit plans for each of the named
executive officers.
Pension
Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Payments
|
|
|
|
|
Years
|
|
Accumulated
|
|
During Last
|
|
|
|
|
Credited
|
|
Benefit
|
|
Fiscal Year
|
Name
|
|
Plan Name
|
|
Service (#)(1)
|
|
($) (1)(2)
|
|
($)
|
|
David W. Williams
|
|
Salaried Employees Retirement Plan
|
|
|
4.281
|
|
|
$
|
82,814
|
|
|
|
|
|
|
|
Retirement Restoration Plan
|
|
|
4.281
|
|
|
$
|
600,333
|
|
|
|
|
|
Julie J. Robertson
|
|
Salaried Employees Retirement Plan
|
|
|
22.000
|
|
|
$
|
441,404
|
|
|
|
|
|
|
|
Retirement Restoration Plan
|
|
|
22.000
|
|
|
$
|
1,942,941
|
|
|
|
|
|
Thomas L. Mitchell(3)
|
|
Salaried Employees Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Restoration Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald E. Jacobsen(3)
|
|
Salaried Employees Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Restoration Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger B. Hunt(3)
|
|
Salaried Employees Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement Restoration Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Computed as of December 31,
2010, which is the same pension plan measurement date used for
financial statement reporting purposes for our audited
consolidated financial statements and notes thereto included in
the 2010
Form 10-K.
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(2)
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For purposes of calculating the
amounts in this column, retirement age was assumed to be the
normal retirement age of 65, as defined in the Noble Drilling
Corporation Salaried Employees Retirement Plan. A
description of the valuation method and all material assumptions
applied in quantifying the present value of accumulated benefit
is set forth in Note 11 to our audited consolidated
financial statements in the 2010
Form 10-K.
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(3)
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Not a participant in the Noble
Drilling Corporation Salaried Employees Retirement Plan or
the Noble Drilling Corporation Retirement Restoration Plan
during 2010.
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32
Under the Noble Drilling Corporation Salaried Employees
Retirement Plan, the normal retirement date is the date that the
participant attains the age of 65. The plan covers salaried
employees, but excludes certain categories of salaried employees
including any employees hired after July 31, 2004. A
participants date of hire is the date such participant
first performs an hour of service for the Company or its
subsidiaries, regardless of any subsequent periods of employment
or periods of separation from employment with the Company or its
subsidiaries. David W. Williams was employed by a subsidiary of
the Company from May to December 1994. Under the plan,
Mr. Williams became a participant of the plan effective
January 1, 2008, upon completion of a requisite period of
employment.
A participant who is employed by the Company or any of its
affiliated companies on or after his or her normal retirement
date (the date that the participant attains the age of
65) is eligible for a normal retirement pension upon the
earlier of his or her required beginning date or the date of
termination of his or her employment for any reason other than
death or transfer to the employment of another of the
Companys affiliated companies. Required beginning date is
defined in the plan generally to mean the April 1 of the
calendar year following the later of the calendar year in which
a participant attains the age of
701/2
years or the calendar year in which the participant commences a
period of severance, which (with certain exceptions) commences
with the date a participant ceases to be employed by the Company
or any of its affiliated companies for reasons of retirement,
death, being discharged, or voluntarily ceasing employment, or
with the first anniversary of the date of his or her absence for
any other reason.
The normal retirement pension accrued under the plan is in the
form of an annuity which provides for a payment of a level
monthly retirement income to the participant for life, and in
the event the participant dies prior to receiving
120 monthly payments, the same monthly amount will continue
to be paid to the participants designated beneficiary
until the total number of monthly payments equals 120.
Participants may elect to receive, in lieu of one of the other
optional forms of payment provided in the plan, each such option
being the actuarial equivalent of the normal form. These
optional forms of payment include a single lump-sum (if the
present value of the participants vested accrued benefit
under the plan does not exceed $10,000), a single life annuity,
and several forms of joint and survivor elections.
The benefit under the plan is equal to:
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one percent of the participants average monthly
compensation multiplied times the number of years of benefit
service (maximum 30 years), plus
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six-tenths of one percent of the participants average
monthly compensation in excess of one-twelfth of his or her
average amount of earnings which may be considered wages under
section 3121(a) of the Code, in effect for each calendar
year during the
35-year
period ending with the last day of the calendar year in which a
participant attains (or will attain) social security retirement
age, multiplied by the number of years of benefit service
(maximum 30 years).
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The average monthly compensation is defined in the plan
generally to mean the participants average monthly rate of
compensation from the Company for the 60 consecutive calendar
months that give the highest average monthly rate of
compensation for the participant. In the plan, compensation is
defined (with certain exceptions) to mean the total taxable
income of a participant during a given calendar month, including
basic compensation, bonuses, commissions and overtime pay, but
excluding extraordinary payments and special payments (such as
moving expenses, benefits provided under any employee benefit
program, and stock options and stock appreciation rights).
Compensation includes salary reduction contributions by the
participant under any plan maintained by the Company or any of
its affiliated companies. Compensation may not exceed the annual
compensation limit as specified by the Internal Revenue Service
for the given plan year. Any compensation in excess of this
limit is taken into account in computing the benefits payable
under the Noble Drilling Corporation Retirement Restoration
Plan. The Company has not granted extra years of credited
service under the restoration plan to any of the named executive
officers.
Early retirement can be elected at the time after which the
participant has attained the age of 55 and has completed at
least five years of service (or for a participant on or before
January 1, 1986, when he or she has completed 20 years
of covered employment). A participant will be eligible to
commence early retirement
33
benefits upon the termination of his or her employment with the
Company or its subsidiaries prior to the date that the
participant attains the age of 65 for any reason other than
death or transfer to employment with another of the
Companys subsidiaries. The formula used in determining an
early retirement benefit reduces the accrued monthly retirement
income by multiplying the amount of the accrued monthly
retirement income by a percentage applicable to the
participants age as of the date such income commences
being paid.
If a participants employment terminates for any reason
other than retirement, death or transfer to the employment of
another of the Companys subsidiaries and the participant
has completed at least five years of service, the participant is
eligible for a deferred vested pension. The deferred vested
pension for the participant is the monthly retirement income
commencing on the first day of the month coinciding with or next
following his or her normal retirement date. If the participant
has attained the age of 55 and has completed at least five years
of service or if the actuarial present value of the
participants accrued benefit is more than $1,000 but less
than $10,000, the participant may elect to receive a monthly
retirement income that is computed in the same manner as the
monthly retirement income for a participant eligible for an
early retirement pension. If the participant dies before
benefits are payable under the plan, the surviving spouse or, if
the participant is not survived by a spouse, the beneficiary
designated by the participant, is eligible to receive a monthly
retirement income for life, commencing on the first day of the
month next following the date of the participants death.
The monthly income payable to the surviving spouse or the
designated beneficiary shall be the monthly income for life that
is the actuarial equivalent of the participants accrued
benefit under the plan.
The Noble Drilling Corporation Retirement Restoration Plan is an
unfunded, nonqualified plan that provides the benefits under the
Noble Drilling Corporation Salaried Employees Retirement
Plans benefit formula that cannot be provided by the Noble
Drilling Corporation Salaried Employees Retirement Plan
because of the annual compensation and annual benefit
limitations applicable to the Noble Drilling Corporation
Salaried Employees Retirement Plan under the Code. A
participants benefit under the Noble Drilling Corporation
Retirement Restoration Plan that was accrued and vested on
December 31, 2004, will be paid to such participant (or, in
the event of his or her death, to his or her designated
beneficiary) at the time benefits commence being paid to or with
respect to such participant under the Noble Drilling Corporation
Salaried Employees Retirement Plan, and will be paid in a
single lump sum payment, in installments over a period of up to
five years, or in a form of payment provided for under the Noble
Drilling Corporation Salaried Employees Retirement Plan
(such form of distribution to be determined by the committee
appointed to administer the plan). A participants benefit
under the Noble Drilling Corporation Retirement Restoration Plan
that accrued or became vested after December 31, 2004, will
be paid to such participant (or in the event of his or her
death, to his or her designated beneficiary) in a single lump
sum payment following such participants separation from
service with the Company and its subsidiaries. Mr. Williams
and Ms. Robertson participate in the Noble Drilling
Corporation Retirement Restoration Plan.
The following table sets forth for the named executive officers
certain information as of December 31, 2010 and for the
year then ended about the Noble Drilling Corporation 401(k)
Savings Restoration Plan.
Nonqualified
Deferred Compensation
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Executive
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Company
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Aggregate
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Aggregate
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Aggregate
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Contributions in
|
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Contributions in
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Earnings in
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Withdrawals/
|
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Balance at
|
Name
|
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Last FY ($)(1)
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Last FY ($)(2)
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Last FY ($)
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Distributions ($)
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Last FYE ($)
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David W. Williams
|
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$
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19,675
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$
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11,738
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$
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110,526
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Julie J. Robertson
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$
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9,870
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$
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97,905
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$
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1,611,759
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Thomas L. Mitchell(3)
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$
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288
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$
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12,892
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Donald E. Jacobsen(3)
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Roger B. Hunt(3)
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(1)
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The Executive Contributions
reported in this column are also included in the Salary column
of the Summary Compensation Table.
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(2)
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The Company Contributions reported
in this column are also included in the All Other Compensation
column of the Summary Compensation Table.
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(3)
|
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Not a participant in the Noble
Drilling Corporation 401(k) Savings Restoration Plan in 2010.
|
34
The Noble Drilling Corporation 401(k) Savings Restoration Plan
(which applies to compensation deferred by a participant that
was vested prior to January 1, 2005) and the Noble
Drilling Corporation 2009 401(k) Savings Restoration Plan (which
applies to employer matching contributions and to compensation
that was either deferred by a participant or became vested on or
after January 1, 2005) are nonqualified, unfunded
employee benefit plans under which certain highly compensated
employees of the Company and its subsidiaries may elect to defer
compensation in excess of amounts deferrable under the Noble
Drilling Corporation 401(k) Savings Plan and, subject to certain
limitations specified in the plan, receive employer matching
contributions in cash. The employer matching amount is
determined in the same manner as are employer matching
contributions under the Noble Drilling Corporation 401(k)
Savings Plan.
Compensation considered for deferral under these nonqualified
plans consists of cash remuneration payable by an employer,
defined in the plan to mean certain subsidiaries of the Company,
to a participant in the plan for personal services rendered to
such employer prior to reduction for any pre-tax contributions
made by such employer and prior to reduction for any
compensation reduction amounts elected by the participant for
benefits, but excluding bonuses, allowances, commissions,
deferred compensation payments and any other extraordinary
remuneration. For each plan year, participants are able to defer
up to 19 percent of their basic compensation for the plan
year, all or any portion of any bonus otherwise payable by an
employer for the plan year, and for plan years commencing prior
to January 1, 2009, the applicable 401(k) amount. The
applicable 401(k) amount is defined to mean, for a participant
for a plan year, an amount equal to the participants basic
compensation for such plan year, multiplied by the contribution
percentage that is in effect for such participant under the
Noble Drilling Corporation 401(k) Savings Plan for the plan
year, reduced by the lesser of (i) the applicable dollar
amount set forth in Section 402(g)(1)(B) of the Code for
such year or (ii) the dollar amount of any Noble Drilling
Corporation 401(k) Savings Plan contribution limitation for such
year imposed by the committee.
A participants benefit under these nonqualified plans
normally will be distributed to such participant (or in the
event of his or her death, to his or her designated beneficiary)
in a single lump sum payment or in approximately equal annual
installments over a period of five years following such
participants separation from service with the Company and
its subsidiaries. Mr. Williams and Ms. Robertson are
participants, and Mr. Mitchell has been a participant, in
the Noble Drilling Corporation 401(k) Savings Restoration Plan,
and Mr. Williams and Ms. Robertson are participants in
the Noble Drilling Corporation 2009 401(k) Savings Restoration
Plan.
POTENTIAL
PAYMENTS ON TERMINATION OR CHANGE OF CONTROL
Change of
Control Employment Agreements
The Company has guaranteed the performance of a change of
control employment agreement entered into by a subsidiary of the
Company with each person serving as a named executive officer as
of December 31, 2008. These change of control employment
agreements were amended and restated as of December 3, 2009
and become effective upon a change of control of the Company (as
described below) or a termination of employment in connection
with or in anticipation of such a change of control, and remain
effective for three years thereafter.
The agreement provides that if the officers employment is
terminated within three years after a change of control or prior
to but in anticipation of a change of control, either
(1) by us for reasons other than death, disability or
cause (as defined in the agreement) or (2) by
the officer for good reason (which term includes a
material diminution of responsibilities or compensation and
which allows us a cure period following notice of the good
reason) or upon the officers determination to leave
without any reason during the
30-day
period immediately following the first anniversary of the change
of control, the officer will receive or be entitled to the
following benefits:
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a lump sum amount equal to the sum of (i) the prorated
portion of the officers highest bonus paid either in the
last three years before the change of control or for the last
completed fiscal year after the change of control (the
Highest Bonus), (ii) an amount equal to 18
times the highest monthly COBRA
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35
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premium (within the meaning of Code Section 4980B) during
the 12-month
period preceding the termination of the officers
employment, and (iii) any accrued vacation pay, in each
case to the extent not theretofore paid (collectively, the
Accrued Obligations);
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a lump sum payment equal to three times the sum of the
officers annual base salary (based on the highest monthly
salary paid in the 12 months prior to the change of
control) and the officers Highest Bonus (the
Severance Amount);
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welfare benefits for an
18-month
period to the officer and the officers family at least
equal to those that would have been provided had the
officers employment been continued. If, however, the
officer becomes reemployed with another employer and is eligible
to receive welfare benefits under another employer provided
plan, the welfare benefits provided by the Company and its
affiliates would be secondary to those provided by the new
employer (Welfare Benefit Continuation);
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a lump sum amount equal to the excess of (i) the actuarial
equivalent of the benefit under the qualified defined benefit
retirement plan of the Company and its affiliated companies in
which the officer would have been eligible to participate had
the officers employment continued for three years after
termination over (ii) the actuarial equivalent of the
officers actual benefit under such plans (the
Supplemental Retirement Amount);
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in certain circumstances, an additional payment in an amount
such that after the payment of all income and excise taxes, the
officer will be in the same after-tax position as if no excise
tax under Section 4999 (the so-called Parachute Payment
excise tax) of the Code, if any, had been imposed (the
Excise Tax Payment);
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outplacement services for six months (not to exceed
$50,000); and
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the 100 percent vesting of all benefits under the 1991 Plan
and any other similar plan to the extent such vesting is
permitted under the Code.
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A change of control is defined in the agreement to
mean:
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the acquisition by any individual, entity or group of
15 percent or more of the Companys outstanding
shares, but excluding any acquisition directly from the Company
or by the Company, or any acquisition by any corporation under a
reorganization, merger, amalgamation or consolidation if the
conditions described below in the third bullet point of this
definition are satisfied;
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individuals who constitute the incumbent board of directors (as
defined in the agreement) of the Company cease for any reason to
constitute a majority of the board of directors;
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consummation of a reorganization, merger, amalgamation or
consolidation of the Company, unless following such a
reorganization, merger, amalgamation or consolidation
(i) more than 50 percent of the then outstanding
shares of common stock (or equivalent security) of the company
resulting from such transaction and the combined voting power of
the then outstanding voting securities of such company entitled
to vote generally in the election of directors are then
beneficially owned by all or substantially all of the persons
who were the beneficial owners of the outstanding shares
immediately prior to such transaction, (ii) no person,
other than the Company or any person beneficially owning
immediately prior to such transaction 15 percent or more of
the outstanding shares, beneficially owns 15 percent or
more of the then outstanding shares of common stock (or
equivalent security) of the company resulting from such
transaction or the combined voting power of the then outstanding
voting securities of such company entitled to vote generally in
the election of directors, and (iii) a majority of the
members of the board of directors of the company resulting from
such transaction were members of the incumbent board of
directors of the Company at the time of the execution of the
initial agreement providing for such transaction;
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consummation of a sale or other disposition of all or
substantially all of the assets of the Company, other than to a
company, for which following such sale or other disposition,
(i) more than 50 percent of the then outstanding
shares of common stock (or equivalent security) of such company
and the
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36
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combined voting power of the then outstanding voting securities
of such company entitled to vote generally in the election of
directors are then beneficially owned by all or substantially
all of the persons who were the beneficial owners of the
outstanding shares immediately prior to such sale or other
disposition of assets, (ii) no person, other than the
Company or any person beneficially owning immediately prior to
such transaction 15 percent or more of the outstanding
shares, beneficially owns 15 percent or more of the then
outstanding shares of common stock (or equivalent security) of
such company or the combined voting power of the then
outstanding voting securities of such company entitled to vote
generally in the election of directors, and (iii) a
majority of the members of the board of directors of such
company were members of the incumbent board of directors of the
Company at the time of the execution of the initial agreement
providing for such sale or other disposition of assets; or
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approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
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However, a change of control will not occur as a
result of a transaction if (i) the Company becomes a direct
or indirect wholly owned subsidiary of a holding company and
(ii) either (A) the shareholdings for such holding
company immediately following such transaction are the same as
the shareholdings immediately prior to such transaction or
(B) the shares of the Companys voting securities
outstanding immediately prior to such transaction constitute, or
are converted into or exchanged for, a majority of the
outstanding voting securities of such holding company
immediately after giving effect to such transaction.
Under the agreement, cause means (i) the
willful and continued failure by the officer to substantially
perform his duties or (ii) the willful engaging by the
officer in illegal conduct or gross misconduct that is
materially detrimental to the Company or its affiliates.
Payments to specified employees under Code
Section 409A may be delayed until six months after the
termination of the officers employment.
The agreement contains a confidentiality provision obligating
the officer to hold in strict confidence and not to disclose or
reveal, directly or indirectly, to any person, or use for the
officers own personal benefit or for the benefit of anyone
else, any trade secrets, confidential dealings or other
confidential or proprietary information belonging to or
concerning the Company or any of its affiliated companies, with
certain exceptions set forth expressly in the provision. Any
term or condition of the agreement may be waived at any time by
the party entitled to have the benefit thereof (whether the
subsidiary of the Company party to the agreement or the officer)
if evidenced by a writing signed by such party.
The agreement provides that payments thereunder do not reduce
any amounts otherwise payable to the officer, or in any way
diminish the officers rights as an employee, under any
employee benefit plan, program or arrangement or other contract
or agreement of the Company or any of its affiliated companies
providing benefits to the officer.
Assuming a change of control had taken place on
December 31, 2010 and the employment of the named executive
officer was terminated either (1) by us for reasons other
than death, disability or cause or (2) by the officer for
good reason, the following table sets forth the estimated
amounts of payments and benefits under the agreement for each of
the indicated named executive officers.
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David W.
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Julie J.
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Thomas L.
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Donald E.
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Roger B.
|
Payment or Benefit
|
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Williams
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Robertson
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Mitchell
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Jacobsen
|
|
Hunt
|
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Accrued Obligations
|
|
$
|
1,534,072
|
|
|
$
|
684,072
|
|
|
$
|
624,072
|
|
|
$
|
334,072
|
|
|
$
|
329,072
|
|
Severance Amount
|
|
$
|
7,500,000
|
|
|
$
|
3,435,000
|
|
|
$
|
3,147,000
|
|
|
$
|
2,355,000
|
|
|
$
|
2,043,000
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Welfare Benefit Continuation
|
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$
|
72,854
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|
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$
|
55,873
|
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$
|
54,594
|
|
|
$
|
55,518
|
|
|
$
|
52,000
|
|
Supplemental Retirement Amount
|
|
$
|
966,691
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|
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$
|
527,764
|
|
|
|
|
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|
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|
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Excise Tax Payment
|
|
$
|
8,011,588
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|
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|
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$
|
2,496,136
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|
$
|
1,270,557
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|
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$
|
1,101,203
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|
Outplacement Services(1)
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
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Accelerated Vesting of Options, Restricted Shares and Restricted
Stock Units(2)(3)
|
|
$
|
14,956,674
|
|
|
$
|
5,468,073
|
|
|
$
|
4,771,941
|
|
|
$
|
1,544,227
|
|
|
$
|
1,371,529
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37
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(1)
|
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Represents an estimate of the costs
to the Company of outplacement services for six months.
|
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(2)
|
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The total number of restricted
shares and restricted stock units held at December 31, 2010
(the last trading day of 2010), and the aggregate value of
accelerated vesting thereof at December 31, 2010 (computed
by multiplying $35.77, the closing market price of the shares at
December 31, 2010, by the total number of restricted shares
and units held), were as follows: Mr. Williams
397,202 shares valued at $14,207,915;
Ms. Robertson 144,780 shares valued at
$5,178,780; Mr. Mitchell 126,270 shares
valued at $4,516,678; Mr. Jacobsen
43,171 shares valued at $1,544,227; and
Mr. Hunt 38,343 shares valued at
$1,371,529. These amounts include shares that did not vest and
were forfeited with respect to the
2008-2010
performance cycle subsequent to December 31, 2010.
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(3)
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The total number of unvested
options held at December 31, 2010, and the aggregate value
of the accelerated vesting thereof at December 31, 2010
(computed by multiplying $35.77, the closing market price of
shares at December 31, 2010, by the total number of shares
subject to the options and subtracting the aggregate exercise
price for the options) were as follows:
Mr. Williams 153,986 shares valued at
$748,759; Ms. Robertson 53,990 shares
valued at $289,293; Mr. Mitchell
47,347 shares valued at $255,263;
Mr. Jacobsen 12,184 shares valued at $0;
and Mr. Hunt 12,184 shares valued at $0.
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The agreement provides that if the officers employment is
terminated within three years after a change of control by
reason of disability or death, the agreement will terminate
without further obligation to the officer or the officers
estate, other than for the payment of Accrued Obligations, the
Severance Amount, the Supplemental Retirement Amount and the
timely provision of the Welfare Benefit Continuation. If the
officers employment is terminated for cause within the
three years after a change of control, the agreement will
terminate without further obligation to the officer other than
for payment of the officers base salary through the date
of termination, to the extent unpaid, and the timely payment
when otherwise due of any compensation previously deferred by
the officer. If the officer voluntarily terminates the
officers employment within the three years after a change
of control (other than during the
30-day
period following the first anniversary of a change of control),
excluding a termination for good reason, the agreement will
terminate without further obligation to the officer other than
for payment of the officers base salary through the date
of termination, to the extent unpaid, the payment of the Accrued
Obligations, and the timely payment when otherwise due of any
compensation previously deferred by the officer.
The 1991
Plan
In 2008 and 2009, we granted nonqualified stock options and
awarded time-vested and performance-vested restricted shares
under the 1991 Plan to our named executive officers. The 1991
Plan was amended in 2009, among other things, to allow for the
award of restricted stock units and incorporate the definition
of change of control as described above under Change of
Control Employment Agreements. In 2010, we granted
nonqualified stock options and awarded time-vested and
performance-vested restricted stock units to our named executive
officers.
Nonqualified
Stock Options
Our nonqualified stock option agreements provide that if a
termination of employment occurs after the date upon which the
option first becomes exercisable and before the date that is
10 years from the date of the option grant by reason of the
officers death, disability or retirement, then the option,
including any then unvested shares all of which shall be
automatically accelerated, may be exercised at any time within
five years after such termination of employment but not after
the expiration of the
10-year
period. If a named executive officer terminated employment on
December 31, 2010 due to disability, death or retirement,
all the named executive officers then outstanding
nonqualified stock options granted by us in 2010, 2009 and 2008
would have become fully exercisable. Under the 1991 Plan,
retirement means a termination of employment with the Company or
an affiliate of the Company on a voluntary basis by a person if
immediately prior to such termination of employment, the sum of
the age of such person and the number of such persons
years of continuous service with the Company or one or more of
its affiliates is equal to or greater than 60.
38
Assuming that the named executive officers employment
terminated on December 31, 2010 due to disability, death or
retirement, the following table sets forth certain information
about unexercisable options subject to accelerated vesting for
the indicated named executive officers.
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
Underlying Unexercisable
|
|
|
|
|
Options Subject to
|
|
Aggregate Value of
|
Name
|
|
Acceleration of Vesting
|
|
Acceleration of Vesting
|
|
David W. Williams
|
|
|
153,986
|
|
|
$
|
748,759
|
|
Julie J. Robertson
|
|
|
53,990
|
|
|
$
|
289,293
|
|
Thomas L. Mitchell
|
|
|
47,347
|
|
|
$
|
255,263
|
|
Donald E. Jacobsen
|
|
|
12,184
|
|
|
|
|
|
Roger B. Hunt
|
|
|
12,184
|
|
|
|
|
|
Restricted
Shares and Restricted Stock Units
We granted time-vested and performance-vested restricted shares
in 2008 and 2009 and restricted stock units in 2010, some of
which continue to be subject to vesting restrictions. Our
time-vested restricted share and restricted stock unit
agreements provide for the full vesting of awards upon the
occurrence of the death or disability of the officer, and the
time-vested restricted share agreements also provide for full
vesting upon a change of control of the Company (whether with or
without termination of employment of the officer by the Company
or an affiliate). A change of control is defined in
the 2008 and 2009 time-vested and performance-vested restricted
share agreements (described below) to mean:
|
|
|
|
|
the committee administering the 1991 Plan determines that any
person or group has become the beneficial owner of more than
50 percent of the shares;
|
|
|
|
the Company is merged or amalgamated with or into or
consolidated with another corporation and, immediately after
giving effect to the merger, amalgamation or consolidation, less
than 50 percent of the outstanding voting securities
entitled to vote generally in the election of directors or
persons who serve similar functions of the surviving or
resulting entity are then beneficially owned in the aggregate by
the shareholders of the Company immediately prior to such
merger, amalgamation or consolidation, or if a record date has
been set to determine the shareholders of the Company entitled
to vote on such merger, amalgamation or consolidation, the
shareholders of the Company as of such record date;
|
|
|
|
the Company either individually or in conjunction with one or
more subsidiaries of the Company, sells, conveys, transfers or
leases, or the subsidiaries of the Company sell, convey,
transfer or lease, all or substantially all of the property of
the Company and the subsidiaries of the Company, taken as a
whole (either in one transaction or a series of related
transactions);
|
|
|
|
the Company liquidates or dissolves; or
|
|
|
|
the first day on which a majority of the individuals who
constitute the board of directors of the Company are not
continuing directors.
|
39
Assuming that either the named executive officers
employment terminated on December 31, 2010 due to
disability or death or, in the event of the restricted shares, a
change of control had taken place on that date, the following
table sets forth certain information about restricted shares and
restricted stock units subject to accelerated vesting for the
indicated named executive officers.
|
|
|
|
|
|
|
|
|
|
|
Number of Time-Vested
|
|
|
|
|
Restricted Shares and
|
|
|
|
|
Restricted Stock Units Subject to
|
|
Aggregate Value of
|
Name
|
|
Acceleration of Vesting
|
|
Acceleration of Vesting
|
|
David W. Williams
|
|
|
121,124
|
|
|
$
|
4,332,605
|
|
Julie J. Robertson
|
|
|
42,273
|
|
|
$
|
1,512,105
|
|
Thomas L. Mitchell
|
|
|
37,031
|
|
|
$
|
1,324,599
|
|
Donald E. Jacobsen
|
|
|
29,815
|
|
|
$
|
1,066,483
|
|
Roger B. Hunt
|
|
|
24,987
|
|
|
$
|
893,785
|
|
Our performance-vested restricted share and restricted share
unit agreements provide for the vesting of 66.7 percent of
the awards upon the occurrence of a change of control of the
Company (whether with or without termination of employment of
the officer by the Company or an affiliate). The agreements also
provide for pro rata vesting upon the occurrence of the death,
disability or retirement of the officer, based on months of
service completed in the performance period; however, such
vesting is also subject to the actual performance achieved and
may not result in an award. The 2008 and 2009 agreements define
a change of control as described above and the 2010 agreements
define a change of control as set out in the 1991 Plan, provided
the change of control also satisfies the requirements of Code
Section 409A. Assuming that a change of control had taken
place on December 31, 2010, the following table sets forth
certain information about restricted shares and restricted stock
units subject to accelerated vesting for the indicated named
executive officers. The amounts in the table below include the
shares that did not vest and were forfeited with respect to the
2008-2010
cycle subsequent to December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
Number of Performance-Vested
|
|
|
|
|
Restricted Shares and
|
|
|
|
|
Restricted Stock Units Subject to
|
|
Aggregate Value of
|
Name
|
|
Acceleration of Vesting
|
|
Acceleration of Vesting
|
|
David W. Williams
|
|
|
276,078
|
|
|
$
|
9,875,310
|
|
Julie J. Robertson
|
|
|
102,507
|
|
|
$
|
3,666,675
|
|
Thomas L. Mitchell
|
|
|
89,239
|
|
|
$
|
3,192,079
|
|
Donald E. Jacobsen
|
|
|
13,356
|
|
|
$
|
477,744
|
|
Roger B. Hunt
|
|
|
13,356
|
|
|
$
|
477,744
|
|
40
DIRECTOR
COMPENSATION
The compensation committee of our Board sets the compensation of
our directors. In determining the appropriate level of
compensation for our directors, the compensation committee
considers the commitment required from our directors in
performing their duties on behalf of the Company, as well as
comparative information the committee obtains from compensation
consulting firms and from other sources. Set forth below is a
description of the compensation of our directors.
Annual
Retainers and Other Fees and Expenses.
We pay our non-employee directors an annual retainer of $50,000
of which 20 percent is paid in shares under the Noble
Corporation Equity Compensation Plan for Non-Employee Directors.
Under this plan, non-employee directors may elect to receive up
to all of the remaining 80% in shares or cash. Non-employee
directors make elections on a quarterly basis. The number of
shares to be issued under the plan in any particular quarter is
generally determined using the average of the daily closing
prices of the shares for the last 15 consecutive trading days of
the previous quarter. No options are issuable under the plan,
and there is no exercise price applicable to shares
delivered under the plan.
In addition, we pay our non-employee directors a Board meeting
fee of $2,000. We pay each member of our audit committee a
committee fee of $2,500 per meeting and each member of our other
committees a committee meeting fee of $2,000 per meeting. The
chair of the audit committee and the chair of the nominating and
corporate governance committee each receive an annual retainer
of $15,000, the chair of the compensation committee receives an
annual retainer of $12,500 and the chair of each other standing
Board committee receives an annual retainer of $10,000. We also
reimburse directors for travel, lodging and related expenses
they may incur in attending Board and committee meetings.
Non-Employee
Director Stock Options and Restricted Shares.
Under the Noble Corporation 1992 Nonqualified Stock Option and
Restricted Share Plan for Nonemployee Directors (the 1992
Plan) each annually-determined award of a variable number
of restricted shares or unrestricted shares is made on a date
selected by the Board, or if no such date is selected by the
Board, the date on which the Board action approving such award
is taken. Any future award of restricted shares will be
evidenced by a written agreement that will include such terms
and conditions not inconsistent with the terms and conditions of
the 1992 Plan as the Board considers appropriate in each case.
On July 30, 2010, an award of 9,255 unrestricted shares
under the 1992 Plan was made to each non-employee director
serving on that date.
The following table shows the compensation of our directors for
the year ended December 31, 2010.
Director
Compensation for 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
Earned or
|
|
|
Stock
|
|
|
Option
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
All Other
|
|
|
|
|
|
|
Paid in
|
|
|
Awards
|
|
|
Awards
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
Compensation
|
|
|
|
|
Name(1)
|
|
Cash ($)(2)
|
|
|
($)(3)
|
|
|
($)
|
|
|
Compensation ($)
|
|
|
Earnings ($)
|
|
|
($)
|
|
|
Total ($)
|
|
|
Michael A. Cawley
|
|
$
|
87,250
|
|
|
$
|
300,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
388,038
|
|
Lawrence J. Chazen
|
|
$
|
85,000
|
|
|
$
|
300,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
385,788
|
|
Julie H. Edwards
|
|
$
|
88,000
|
|
|
$
|
300,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
388,788
|
|
Gordon T. Hall
|
|
$
|
85,000
|
|
|
$
|
300,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
385,788
|
|
Marc E. Leland
|
|
$
|
96,500
|
|
|
$
|
300,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
397,288
|
|
Jack E. Little
|
|
$
|
74,000
|
|
|
$
|
300,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
374,788
|
|
Jon A. Marshall
|
|
$
|
76,000
|
|
|
$
|
300,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
376,788
|
|
Mary P. Ricciardello
|
|
$
|
100,000
|
|
|
$
|
300,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
400,788
|
|
41
|
|
|
(1)
|
|
The total number of options to
purchase shares outstanding as of December 31, 2010 under
the 1992 Plan were as follows:
Mr. Cawley 63,000 options;
Mr. Chazen 18,000 options;
Ms. Edwards 20,000 options;
Mr. Hall 0 options; Mr. Leland
63,000 options; Mr. Little 63,000 options;
Mr. Marshall 0 options; and
Ms. Ricciardello 28,000 options.
|
|
(2)
|
|
Includes the portion of the $50,000
annual retainer paid to our directors in shares under the Noble
Corporation Equity Compensation Plan for Non-Employee Directors.
|
|
(3)
|
|
Represents the aggregate grant date
fair value of the awards computed in accordance with FASB ASC
Topic 718 for unrestricted shares awarded in 2010. For the
unrestricted shares awarded in 2010 to each director listed in
the Director Compensation Table, the full FASB ASC Topic 718
grant date fair value was recognized in 2010 on the date the
award of unrestricted shares was made.
|
42
EQUITY
COMPENSATION PLAN INFORMATION
The following table sets forth as of December 31, 2010
information regarding securities authorized for issuance under
our equity compensation plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Remaining Available
|
|
|
|
|
|
|
|
|
|
for Future Issuance
|
|
|
|
Number of Securities
|
|
|
Weighted-Average
|
|
|
Under Equity
|
|
|
|
to be Issued Upon
|
|
|
Exercise Price of
|
|
|
Compensation Plans
|
|
|
|
Exercise of Outstanding
|
|
|
Outstanding
|
|
|
(Excluding Securities
|
|
|
|
Options, Warrants
|
|
|
Options, Warrants
|
|
|
Reflected in Column
|
|
Plan Category
|
|
And Rights
|
|
|
and Rights
|
|
|
(a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security holders
|
|
|
2,767,486
|
|
|
$
|
26.22
|
|
|
|
5,200,362
|
|
Equity compensation plans not approved by security holders
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
237,651
|
(1)
|
Total
|
|
|
2,767,486
|
|
|
$
|
26.22
|
|
|
|
5,438,013
|
|
|
|
|
(1)
|
|
Consists of shares issuable under
the Noble Drilling Corporation 401(k) Savings Restoration Plan
and the Noble Corporation Equity Compensation Plan for
Non-Employee Directors.
|
A description of the material features of the Noble Drilling
Corporation 401(k) Savings Restoration Plan and the Noble
Corporation Equity Compensation Plan for Non-Employee Directors
is set forth on pages 35 and 41, respectively, of this
proxy statement.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors
and officers, and persons who own more than 10 percent of
the shares, to file with the SEC initial reports of ownership
and reports of changes in ownership of such shares. Directors,
officers and beneficial owners of more than 10 percent of
the shares are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file.
To our knowledge, based solely on a review of the copies of such
reports furnished to us and written representations that no
other reports were required, during the year ended
December 31, 2010, our directors, officers and beneficial
owners of more than 10 percent of the shares complied with
all applicable Section 16(a) filing requirements except as
follows: Roger B. Hunt filed late one report relating to the
grant of an equity award; Donald E. Jacobsen filed late one
report relating to the grant of an equity award; Scott W. Marks
filed late two reports relating to four grants of equity awards,
one report relating to an acquisition and disposition of phantom
shares and one report relating to two acquisitions of phantom
shares; Thomas L. Mitchell filed late two reports relating to
four grants of equity awards; Julie J. Robertson filed late two
reports relating to four grants of equity awards and one report
relating to two option exercises and the related sales of
shares; William E. Turcotte filed late one report relating to
the grant of an equity award; and David W. Williams filed late
two reports relating to four grants of equity awards.
43
REPORT OF
THE AUDIT COMMITTEE
To the Shareholders of
Noble Corporation:
The board of directors (the Board) of Noble
Corporation (the Company) maintains an audit
committee composed of four non-management directors. The Board
has determined that the audit committees current
membership satisfies the rules of the U.S. Securities and
Exchange Commission (SEC) and New York Stock
Exchange (NYSE) that govern audit committees,
including the requirements for audit committee member
independence set out in Section 303A.02 of the NYSEs
corporate governance standards and
Rule 10A-3
under the United States Securities Exchange Act of 1934.
The audit committee oversees the Companys financial
reporting process on behalf of the entire Board. Management has
the primary responsibility for the Companys financial
statements and the reporting process, including the systems of
internal controls. The primary responsibilities of the audit
committee are to select and retain the Companys auditors
(including review and approval of the terms of engagement and
fees), to review with the auditors the Companys financial
reports (and other financial information) provided to the SEC
and the investing public, to prepare and publish this report,
and to assist the Board with oversight of the following:
|
|
|
|
|
integrity of the Companys financial statements,
|
|
|
|
compliance by the Company with standards of business ethics and
legal and regulatory requirements,
|
|
|
|
qualifications and independence of the Companys
independent auditors and
|
|
|
|
performance of the Companys independent auditors and
internal auditors.
|
In fulfilling its oversight responsibilities, the audit
committee reviewed and discussed the audited financial
statements with management of the Company.
The audit committee reviewed and discussed with the independent
auditors all communications required by generally accepted
auditing standards, including those described in Public Company
Accounting Oversight Board AU Section 380. In addition, the
audit committee has discussed with the Companys
independent auditors the auditors independence from
management and the Company, including the matters in the written
disclosures below and the letter from the independent auditors
required by applicable requirements of the Public Company
Accounting Oversight Board regulating the independent
auditors communications with the audit committee
concerning independence.
The audit committee discussed with the independent auditors the
overall scope and plans for their audit. The audit committee
meets with the independent auditors, with and without management
present, to discuss the results of their examination, their
evaluation of the Companys internal controls and the
overall quality of the Companys financial reporting. The
audit committee held nine meetings during 2010 and met again on
January 26, 2011, February 4, 2011 and
February 24, 2011.
Summary
In reliance on the reviews and discussions referred to above,
the audit committee recommended to the Board (and the Board has
approved) that the audited financial statements be included in
the Companys annual report on
Form 10-K
for the year ended December 31, 2010 for filing with the
SEC. The audit committee also determined that the provision of
services other than audit services rendered by
PricewaterhouseCoopers LLP was compatible with maintaining
PricewaterhouseCoopers LLPs independence.
|
|
|
February 24, 2011
|
|
AUDIT COMMITTEE
|
|
|
|
|
|
Mary P. Ricciardello, Chair
Lawrence J. Chazen
Julie H. Edwards
Gordon T. Hall
|
44
AUDITORS
Fees Paid
to Independent Registered Public Accounting Firm
The following table sets forth the fees paid to
PricewaterhouseCoopers LLP for services rendered during each of
the two years in the period ended December 31, 2010 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Audit Fees(1)
|
|
$
|
4,304
|
|
|
$
|
4,683
|
|
Audit-Related Fees(2)
|
|
|
124
|
|
|
|
119
|
|
Tax Compliance Fees
|
|
|
2,378
|
|
|
|
1,765
|
|
Tax Consulting Fees(3)
|
|
|
1,792
|
|
|
|
1,430
|
|
All Other Fees(4)
|
|
|
150
|
|
|
|
177
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,748
|
|
|
$
|
8,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents fees for professional
services rendered for the audit of the Companys annual
financial statements for 2010 and 2009 and the reviews of the
financial statements included in the Companys quarterly
reports on
Form 10-Q
for each of those years. Fees for 2009 also include
approximately $1 million for audit services rendered in
connection with the migration of the parent company of the Noble
group to Switzerland and our worldwide internal restructuring.
|
|
(2)
|
|
Represents fees for professional
services rendered for benefit plan audits for 2010 and 2009.
|
|
(3)
|
|
Fees for 2009 include approximately
$1.1 million for professional services rendered in
connection with the migration of the parent company of the Noble
group to Switzerland. Fees for 2010 include approximately
$1.0 million for professional services rendered in
connection with our acquisition of FDR Holdings Limited
(Frontier) and subsequent restructuring.
|
|
(4)
|
|
The majority of the 2009 amount
represents fees for advisory services rendered in connection
with our preparation for future conversion to International
Financial Reporting Standards. The majority of the 2010 amount
represents fees for advisory services rendered in connection
with our acquisition of Frontier.
|
Pre-Approval
Policies and Procedures
On January 29, 2004, the audit committee adopted a
pre-approval policy framework for audit and non-audit services,
which established that the audit committees policy is,
each year, to adopt a pre-approval policy framework under which
specified audit services, audit-related services, tax services
and other services may be performed without further specific
engagement pre-approval. On February 4, 2011 and
February 6, 2010 the audit committee readopted such policy
framework for 2011 and 2010, respectively. Under the policy
framework, all tax services provided by the independent auditor
must be separately pre-approved by the audit committee. Requests
or applications to provide services that do require further,
separate approval by the audit committee are required to be
submitted to the audit committee by both the independent
auditors and the chief accounting officer, chief financial
officer or controller of the Company, and must include a joint
statement that, in their view, the nature or type of service is
not a prohibited non-audit service under the SECs rules on
auditor independence.
45
PROPOSAL 2
APPROVAL
OF THE 2010 ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS
OF THE COMPANY FOR FISCAL YEAR 2010 AND THE STATUTORY FINANCIAL
STATEMENTS OF THE COMPANY FOR FISCAL YEAR 2010
Our Board proposes that the 2010 Annual Report, the consolidated
financial statements of the Company for fiscal year 2010 and the
statutory financial statements of the Company for fiscal year
2010 be approved. The consolidated financial statements of the
Company for fiscal year 2010 and the statutory financial
statements of the Company for fiscal year 2010 are contained in
the 2010 Annual Report, which was made available to all
registered shareholders with this invitation and proxy
statement. In addition, these materials will be available for
physical inspection at the Companys registered office at
Dorfstrasse 19A, 6340 Baar, Zug, Switzerland. The 2010 Annual
Report also contains the reports of PricewaterhouseCoopers AG,
the Companys auditor pursuant to the Swiss Code of
Obligations, and information on our business activities and our
business and financial situation.
Under Swiss law, the 2010 Annual Report, the consolidated
financial statements for fiscal year 2010 and the statutory
financial statements for fiscal year 2010 must be submitted to
shareholders for approval at each annual general meeting.
Approval of the proposal requires the affirmative vote of
holders of at least a majority of the votes cast at the annual
general meeting in person or by proxy. All duly submitted and
unrevoked proxies will be voted for the proposal, except where
authorization to vote is withheld.
Recommendation
Our Board unanimously recommends that shareholders vote FOR
the approval of the 2010 Annual Report, the consolidated
financial statements of the Company for fiscal year 2010 and the
statutory financial statements of the Company for fiscal year
2010.
46
PROPOSAL 3
CREATION
OF RESERVE THROUGH APPROPRIATION OF RETAINED EARNINGS
In connection with the transactions that resulted in the change
of the place of incorporation of the parent company of the Noble
group of companies from the Cayman Islands to Switzerland, a
special reserve was established from the Companys
additional paid-in capital (the Special Reserve).
The Special Reserve was established to cover the repurchase by
the Company of its own shares and the subsequent cancellation of
such treasury shares. The Special Reserve would have been used
to cancel the treasury shares pursuant to Proposal (4).
A newly adopted Swiss tax law will allow the Company to make
payments to shareholders (such as dividends) out of additional
paid-in capital without subjecting such payments to Swiss
withholding tax. In other words, such payments would generally
be subject to the same tax treatment as payments to shareholders
out of the Companys nominal or stated capital, which
payments also generally are not subject to Swiss withholding tax.
Given the new Swiss tax law and the added tax benefit that could
be realized by using the Special Reserve for payments to our
shareholders, our Board of Directors believes that it would be
beneficial to the Company and its shareholders not to use the
Special Reserve to cancel treasury shares (such as those to be
cancelled pursuant to Proposal (4)), and instead retain the
Special Reserve for possible future payments to shareholders. In
order to preserve the Special Reserve, however, our Board must
establish new reserves to effect cancellations of treasury
shares, including the cancellation pursuant to
Proposal (4). Therefore, our Board has proposed that
CHF 345,073,345 of the CHF 513,595,100 retained
earnings of the Company at December 31, 2010 be
appropriated to a reserve for treasury shares. This reserve
would be established and utilized to cancel treasury shares
pursuant to Proposal (4), once such cancellation of
treasury shares is approved and executed.
The appropriation of retained earnings would have the effect on
the Companys retained earnings indicated below:
|
|
|
|
|
|
|
CHF (in
|
|
|
|
thousands)
|
|
|
Accumulated deficit at January 1, 2010
|
|
|
(25,737
|
)
|
Profit/(Loss) for the period January 1, 2010 through
December 31, 2010
|
|
|
539,332
|
|
|
|
|
|
|
Retained Earnings at December 31, 2010
|
|
|
513,595
|
|
Allocation to reserve for treasury shares
|
|
|
(345,073
|
)
|
|
|
|
|
|
Retained earnings to be carried forward
|
|
|
168,522
|
|
|
|
|
|
|
Approval of the proposal requires the affirmative vote of a
majority of the votes cast at the annual general meeting in
person or by proxy. All duly submitted and unrevoked proxies
will be voted for the proposal, except where authorization to
vote is withheld.
Recommendation
Our Board unanimously recommends that shareholders vote FOR
approval of the appropriation of CHF 345,073,345 of the
Companys retained earnings, as reflected on the statutory
financial statements of the Company at December 31, 2010,
to a reserve for treasury shares.
47
PROPOSAL 4
CAPITAL
REDUCTION BY CANCELLATION OF CERTAIN SHARES HELD IN
TREASURY
Under the Companys share repurchase program, as of
March 4, 2011, the Company had repurchased and held in
treasury 10,287,335 registered shares. Our Board proposes that
our shareholders approve a capital reduction through a
cancellation of 10,115,693 shares held in treasury (the
Treasury Shares). Our Board believes it advisable
and in the best interests of the Company and our shareholders to
cancel the Treasury Shares. The cancellation of the Treasury
Shares will have the effect of reducing the current share
capital of the Company by an aggregate amount of CHF
38,439,633.40 (based on the current par value of CHF 3.80 as
registered in the Commercial Registry of the Canton of Zug) or
CHF 37,124,593.31 (based on the prospective par value of CHF
3.67 after the May 2011 installment of the return on capital
through a capital reduction approved by our shareholders at the
2010 annual general meeting). Under Swiss law, a report from
PricewaterhouseCoopers AG, our statutory auditors, must be
available at the general meeting confirming that claims of the
Companys creditors are fully covered after taking into
account the capital reduction resulting from the cancellation of
the Treasury Shares.
Swiss law generally prohibits a companys holding its own
shares in treasury if the total par value of these shares exceed
10% of the companys total share capital. The cancellation
of the Treasury Shares will allow the Company, without being in
conflict with the 10% limit provided by Swiss law, to further
repurchase up to approximately 12.5 million shares before
the 2012 annual general meeting of shareholders if such
repurchases are deemed appropriate and desirable by our Board.
Unless the cancellation of shares held in treasury is approved
pursuant to this proposal, our ability to repurchase shares
would be limited to the approximately 6.8 million shares
remaining under our current share repurchase program. Even if
this proposal is approved, we cannot provide assurance that we
will repurchase any shares under our share repurchase program.
Upon the cancellation of the Treasury Shares, Article 4 of
our Articles of Association will be amended to read as follows:
|
|
|
Artikel 4: Anzahl Aktien, Nominalwert, Art
|
|
Article 4: Number of Shares, Par Value, Type
|
|
Das Aktienkapital der Gesellschaft beträgt Schweizer
Franken 1011370000.00* /
976770500.00** und ist eingeteilt in
266150000 auf den Namen lautende Aktien im Nennwert
von Schweizer Franken 3.80* / 3.67** je Aktie (jede Namenaktie
nachfolgend bezeichnet als Aktie bzw. zusammen die
Aktien). Das Aktienkapital ist vollständig
liberiert.
|
|
The share capital of the Company is Swiss Francs
1,011,370,000.00* / 976,770,500.00** and is divided into
266,150,000 fully paid-up registered shares. Each registered
share has a par value of Swiss Francs 3.80* / 3.67** (each such
registered share hereinafter a Share and
collectively the Shares).
|
* Bei gegenwärtig im Handelsregister des Kantons Zug
eingetragenem Nennwert.
|
|
* As of the current par value as registered in the Commercial
Registry of the Canton of Zug
|
** Bei dem nach Anmeldung der letzten Tranche der am 30. April
2010 von der Generalversammlung beschlossenen
Kapitalherabsetzung im Handelsregister des Kantons Zug
einzutragenden Nennwert.
|
|
** As of the prospective par value of the last installment of
the capital reduction as resolved upon by the shareholders at
the general meeting held on April 30, 2010, as shall be
registered in the Commercial Registry of the Canton of Zug
|
Approval of the proposal requires the affirmative vote of a
majority of the votes cast at the annual general meeting in
person or by proxy. All duly submitted and unrevoked proxies
will be voted for the proposal, except where authorization to
vote is withheld.
Recommendation
Our Board unanimously recommends that shareholders vote FOR
the capital reduction by cancellation of 10,115,693 shares
held in treasury and the corresponding amendment of our Articles
of Association.
48
PROPOSAL 5
EXTENSION
OF BOARD AUTHORITY TO ISSUE AUTHORIZED SHARE CAPITAL
Our share capital registered in the Commercial Registry of the
Canton of Zug as of March 10, 2011 was CHF 1,049,809,633.40
(based on the current par value of CHF 3.80 per share), or
276,265,693 registered shares (our Current Share
Capital), which includes shares held in treasury. Our
share capital to be registered in the Commercial Registry after
giving effect to the capital reduction resulting from the
cancellation of the Treasury Shares described in Proposal
(4) will be CHF 1,011,370,000 (based on the par value of
CHF 3.80 per share), or 266,150,000 registered shares (our
Post-Cancellation Share Capital). Our share capital
to be registered in the Commercial Registry after giving effect
to (a) the capital reduction resulting from the
cancellation of the Treasury Shares described in Proposal
(4) and (b) the last installment of the return of
capital in the form of a capital reduction approved by the
shareholders at the 2010 annual general meeting will be CHF
976,770,500 (based on the prospective par value of CHF 3.67 per
share), or 266,150,000 registered shares. As of March 4,
2011, we had 252,079,592 shares outstanding, excluding
shares held in treasury.
Under Swiss law, our shareholders may authorize our Board to
issue new registered shares at any time within a period of no
more than two years and, thereby, increase our share capital by
a maximum amount of 50% of our then existing share capital. Our
Board was granted the authority to issue up to 138,132,846
authorized shares in March 2009 in connection with the change of
the place of incorporation of the parent company of the Noble
group of companies to Switzerland. This authority is set forth
in Article 6 of our Articles of Association and will expire
on March 26, 2011.
Our Board believes its authority to issue registered shares
should be extended for an additional two-year period from the
date of the annual general meeting until April 28, 2013.
Therefore, our Board proposes that our shareholders grant the
Board the authority to issue up to 133,075,000 shares until
April 28, 2013 and approve the amendment to Article 6
paragraph 1 of our Articles of Association accordingly.
This maximum number of shares is less than the number currently
authorized in our Articles of Association because the number of
our shares outstanding will decrease after giving effect to the
capital reduction resulting from the cancellation of the
Treasury Shares described in Proposal (4) if that proposal
is approved by shareholders. The maximum number corresponds to
approximately 48.2% of our Current Share Capital, and 50% of our
Post-Cancellation Share Capital. Our Board believes that
providing our Board this authority will allow our Board to
retain the flexibility to issue registered shares for
acquisition, financing or other business purposes in a timely
manner without first obtaining specific shareholder approval and
therefore may be an important part of our growth. Without the
authority to issue authorized shares, our Board would not be
able to issue any new registered shares without first calling a
general meeting of our shareholders and obtaining the favorable
vote of shareholders to amend our Articles of Association to
increase our capital. Such a meeting would require us to prepare
and distribute a proxy statement in accordance with the rules of
the SEC. This could result in a substantial delay in the ability
of our Board to issue shares. Our Board believes that providing
our Board the flexibility to issue additional authorized shares
quickly could be a strategic benefit.
We currently do not have any specific plans, proposals or
arrangements to issue any of the authorized registered shares
for any purpose. However, in the ordinary course of our
business, our Board may determine from time to time that the
issuance of registered shares is in the best interest of the
Company.
49
In order to extend the authority of our Board to issue
authorized share capital until April 28, 2013,
Article 6 paragraph 1 of our Articles of Association
will be amended to read as follows:
|
|
|
Artikel 6: Genehmigtes Aktienkapital
|
|
Article 6: Authorized Share Capital
|
|
1Der
Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit
bis spätestens zum 28. April 2013, im Maximalbetrag von
Schweizer Franken 505685000.00*
/488385250.00** durch Ausgabe von höchstens
133075000 vollständig zu liberierenden Aktien
mit einem Nennwert von je Schweizer Franken 3.80***/ 3.67**** zu
erhöhen. Eine Erhöhung des Aktienkapitals (i) auf
dem Weg einer Festübernahme durch eine Bank, ein
Bankenkonsortium oder Dritte und eines anschliessenden Angebots
an die bisherigen Aktionäre sowie (ii) in
Teilbeträgen ist zulässig.
|
|
1The
Board of Directors is authorized to increase the share capital
no later than April 28, 2013, by a maximum amount of Swiss
Francs 505,685,000.00* / 488,385,250.00** by issuing a maximum
of 133,075,000 fully paid-up Shares with a par value of Swiss
Francs 3.80***/ 3.67**** each. An increase of the share capital
(i) by means of an offering underwritten by a financial
institution, a syndicate of financial institutions or another
third party or third parties, followed by an offer to the
then-existing shareholders of the Company, and (ii) in partial
amounts, shall be permissible.
|
* Bei gegenwärtig im Handelsregister des Kantons Zug
eingetragenem Nennwert.
|
|
* As of the current par value as registered in the Commercial
Register of the Canton of Zug.
|
** Bei dem nach Anmeldung der letzten Tranche der am 30. April
2010 von der Generalversammlung beschlossenen
Kapitalherabsetzung im Handelsregister des Kantons Zug
einzutragenden Nennwert.
|
|
**As of the prospective par value of the last installment of the
capital reduction as resolved upon by the shareholders at the
general meeting held on April 30, 2010, as shall be registered
in the Commercial Register of the Canton of Zug.
|
*** Der gegenwärtig im Handelsregister des Kantons Zug
eingetragene Nennwert.
|
|
*** The current par value as registered in the Commercial
Register of the Canton of Zug.
|
**** Der nach Anmeldung der letzten Tranche der am 30. April
2010 von der Generalversammlung beschlossenen
Kapitalherabsetzung im Handelsregister des Kantons Zug
einzutragende Nennwert.
|
|
**** The prospective par value of the last installment of the
capital reduction as resolved upon by the shareholders at the
general meeting held on April 30, 2010, as shall be registered
in the Commercial Register of the Canton of Zug.
|
Approval of the proposal requires the affirmative vote of at
least two-thirds of the shares represented at the annual general
meeting and the absolute majority of the par value of such
shares in person or by proxy. All duly submitted and unrevoked
proxies will be voted for the proposal, except where
authorization to vote is withheld.
Recommendation
Our Board unanimously recommends that shareholders vote FOR
the proposal to extend the authority of our Board to increase
the share capital by issuing a maximum of 133,075,000 registered
shares until April 28, 2013 and the corresponding amendment
of our Articles of Association.
50
PROPOSAL 6
RETURN OF
CAPITAL IN THE FORM OF A PAR VALUE REDUCTION
Our Board proposes to pay a return of capital through a
reduction of the par value of our shares (the
Distribution) in an aggregate amount equal to CHF
0.52 per share (the Distribution Amount), which is
equal to approximately USD $0.56 using the currency exchange
rate as published by the Swiss National Bank on March 10,
2011 (0.9331 CHF/1.0 USD), and to pay the Distribution Amount in
four installments of CHF 0.13 per share in August 2011, November
2011, February 2012 and May 2012. The Distribution will be
payable for shares issued and outstanding on the effective
record date of each quarterly capital reduction (and any
treasury shares). We intend to arrange for our transfer agent to
convert the Distribution payments so they will be distributed by
our transfer agent in U.S. dollars (converted at the
exchange rate available approximately two business days prior to
the payment date of each installment of the Distribution). As a
result, shareholders will be exposed to fluctuations in the
Swiss franc/U.S. dollar exchange rate between now and the
payment date of each installment of the Distribution.
This reduction in the par value of our shares will have the
effect of reducing the Current Share Capital by an aggregate
amount of CHF 143,658,160.36, and the Post-Cancellation Share
Capital by an aggregate amount of CHF 138,398,000 (such amounts
subject to any adjustment based on the Companys actual
share capital as of the time of the application to the
Commercial Registry of the Canton of Zug for the registration of
each installment of the Distribution).
Under Swiss law, in connection with this proposal, a report from
PricewaterhouseCoopers AG, our statutory auditors, must be
available at the general meeting confirming that claims of the
Companys creditors are fully covered after taking into
account the capital reduction resulting from the par value
reduction. Our Board will set the payment date of each
installment of the Distribution within the specified month.
Before our Board can effect each Distribution installment, it
must receive an updated report from PricewaterhouseCoopers AG,
our statutory auditors, confirming that claims of the
Companys creditors are still fully covered after taking
into account each Distribution installment.
The following table illustrates how we intend to pay the
Distribution. The following table also illustrates how the
Distribution payment amounts may vary between payment dates,
even though the amount of reduction in par value in Swiss francs
remains constant. The table is for illustrative purposes only,
and the actual Distribution payments will vary and could be
materially different than the approximate hypothetical per share
Distribution payments below. Actual Distribution payments will
be made in U.S. dollars (converted at the exchange rate
available approximately two business days prior to the payment
date of each installment of the Distribution).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of
|
|
Hypothetical
|
|
Approximate
|
|
|
Reduction in
|
|
Exchange Rate
|
|
Hypothetical
|
|
|
Par Value
|
|
(Swiss francs/
|
|
Distribution per Share
|
Month of Payment
|
|
(Swiss francs)
|
|
1.0 USD)
|
|
(USD)
|
|
August 2011
|
|
|
0.13
|
|
|
|
0.9569
|
|
|
|
0.1359
|
|
November 2011
|
|
|
0.13
|
|
|
|
1.0119
|
|
|
|
0.1285
|
|
February 2012
|
|
|
0.13
|
|
|
|
0.9685
|
|
|
|
0.1342
|
|
May 2012
|
|
|
0.13
|
|
|
|
1.1564
|
|
|
|
0.1124
|
|
Our Board adopted a resolution declaring it advisable to pay a
return of capital through a reduction of the par value of our
shares in an amount equal to the Distribution Amount and
directed that approval of this return of capital in the form of
a par value reduction be submitted for consideration by our
shareholders at the annual general meeting.
We describe the details of the procedure of the series of four
capital reductions and the proposed amendments to our Articles
of Association (and the authoritative German translation) in
Annex A-1
(assuming Proposal (4) described above is approved by
shareholders) and
Annex A-2
(assuming Proposal (4) described above is not approved by
shareholders).
51
Approval of the proposal requires the affirmative vote of a
majority of the votes cast at the annual general meeting in
person or by proxy. All duly submitted and unrevoked proxies
will be voted for the proposal, except where authorization to
vote is withheld.
Recommendation
Our Board unanimously recommends that shareholders vote FOR
the return of capital in the form of a par value reduction and
the corresponding amendment of our Articles of Association.
52
PROPOSAL 7
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AND ELECTION OF PRICEWATERHOUSECOOPERS AG AS STATUTORY
AUDITOR
The audit committee of our Board has voted unanimously to
appoint PricewaterhouseCoopers LLP as independent registered
public accounting firm to audit our consolidated financial
statements for the year ending December 31, 2011, and to
elect PricewaterhouseCoopers AG as statutory auditor for a
one-year term commencing on the date of the 2011 annual general
meeting of shareholders and terminating on the date of the 2012
annual general meeting of shareholders. PricewaterhouseCoopers
LLP has audited our financial statements since 1994.
PricewaterhouseCoopers AG served as our statutory auditor for
the year ending December 31, 2010.
Representatives of PricewaterhouseCoopers LLP and
PricewaterhouseCoopers AG, are expected to be present at the
annual general meeting to respond to appropriate questions from
shareholders, and they will be given the opportunity to make a
statement should they desire to do so.
Approval of the proposal requires the affirmative vote of a
majority of the votes cast at the annual general meeting in
person or by proxy. All duly submitted and unrevoked proxies
will be voted for the proposal, except where authorization to
vote is withheld.
Recommendation
Our Board unanimously recommends that shareholders vote FOR
the ratification of the appointment of PricewaterhouseCoopers
LLP as the Companys independent registered public
accounting firm for fiscal year 2011 and the election of
PricewaterhouseCoopers AG as the Companys statutory
auditor for a one-year term.
53
PROPOSAL 8
DISCHARGE
OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE
OFFICERS FOR FISCAL YEAR 2010
Our Board proposes that our shareholders discharge the members
of our Board and our executive officers from personal liability
for activities during fiscal year 2010. As is customary for
Swiss corporations and in accordance with article 698 para.
2 item 5 of the Swiss Code of Obligations, shareholders are
requested to discharge the members of our Board and our
executive officers from personal liability for their activities
during fiscal year 2010. This discharge is only effective with
respect to facts that have been disclosed to shareholders and
binds shareholders who either voted in favor of the proposal or
who subsequently acquired shares with knowledge of the
resolution.
Approval of the proposal requires the affirmative vote of
holders of at least a majority of the votes cast at the annual
general meeting in person or by proxy. All duly submitted and
unrevoked proxies will be voted for the proposal, except where
authorization to vote is withheld. Any votes by members of our
Board and our executive officers will be disregarded for
purposes of this proposal.
Recommendation
Our Board unanimously recommends that shareholders vote FOR
the discharge of the members of our Board and our executive
officers for fiscal year 2010.
54
PROPOSAL 9
ADVISORY
VOTE ON EXECUTIVE COMPENSATION
Our Board recognizes the interest the Companys
shareholders have in the compensation of the Companys
named executive officers. In recognition of that interest and in
accordance with the requirements of SEC rules and the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010, this
proposal, commonly known as a say on pay proposal,
provides the Companys shareholders with the opportunity to
cast an advisory vote on the compensation of the Companys
named executive officers, as disclosed pursuant to the
SECs compensation disclosure rules, including the
discussion of the Companys compensation program and
philosophy and the compensation tables beginning on page 29
of this proxy statement. This advisory vote is intended to give
the Companys shareholders an opportunity to provide an
overall assessment of the compensation of the Companys
named executive officers rather than focus on any specific item
of compensation. As described in the Compensation Discussion and
Analysis included in this proxy statement, the Company has
adopted an executive compensation program that reflects the
Companys philosophy that executive compensation should be
structured so as to align each executives interests with
the interests of the Companys shareholders.
As an advisory vote, the shareholders vote on this
proposal is not binding on our Board or the Company and our
Board could, if it concluded it was in the Companys best
interests to do so, choose not to follow or implement the
outcome of the advisory vote. However, the Company expects that
the compensation committee of our Board will review voting
results on this proposal and give consideration to the outcome
when making future executive compensation decisions for the
Companys named executive officers.
Approval of the proposal, on an advisory basis, requires the
affirmative vote of holders of at least a majority of the votes
cast at the annual general meeting in person or by proxy. All
duly submitted and unrevoked proxies will be voted for the
proposal, except where a contrary vote is indicated or
authorization to vote is withheld.
Recommendation
Our Board unanimously recommends that shareholders approve,
on an advisory basis, the compensation of the Companys
named executive officers by voting FOR the approval of the
following resolution:
RESOLVED, that the compensation of the Companys named
executive officers, as disclosed in the Companys proxy
statement relating to the 2011 annual general meeting of
shareholders pursuant to the executive compensation disclosure
rules promulgated by the SEC, is hereby approved.
55
PROPOSAL 10
ADVISORY
VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION ADVISORY
VOTE
This proposal provides the Companys shareholders with the
opportunity to cast an advisory vote on whether the Company
should hold a shareholder advisory vote on the compensation of
the Companys named executive officers (such as Proposal
(9)) annually, every two years or every three years. Our Board
recommends that the Company hold a shareholder advisory vote on
executive compensation every three years (triennially).
Our Board has concluded that holding an advisory vote on
executive compensation every three years should be sufficient to
permit shareholders to express their opinion while also
providing enough time between votes for the effects of changes
to the Companys executive compensation program to be
assessed properly. Our compensation objectives are designed to
enhance long-term shareholder value through compensation
incentives that encourage named executive officers to accomplish
goals that benefit the Company on both a short-term and
long-term basis. Accordingly, our Board encourages shareholders
to evaluate the compensation of our named executive officers
over a multi-year horizon and to review our named executive
officers compensation over the past three fiscal years as
reported in the Summary Compensation Table above. In addition,
we believe that a triennial advisory vote on executive
compensation reflects the appropriate time frame for the
compensation committee and our Board to evaluate the results of
the most recent advisory vote on executive compensation, to
discuss the implications of that vote with shareholders to the
extent needed, to develop and implement any adjustments to our
executive compensation program that may be in the best interests
of the Company and appropriate in light of a past advisory vote
on executive compensation, and for shareholders to see and
evaluate the compensation committees actions in context.
In this regard, because the advisory vote on executive
compensation occurs after we have already implemented our
executive compensation program for the current year, and because
the different elements of compensation are designed to operate
in an integrated manner and to complement one another, we expect
that in certain cases it may not be appropriate or feasible to
fully address and respond to any one years advisory vote
on executive compensation by the time of the following
years annual general meeting of shareholders.
As an advisory vote, this proposal is not binding on our Board
or the Company and our Board could, if it concluded it was in
the Companys best interests to do so, choose not to follow
or implement the outcome of the advisory vote. However, in
setting the agenda for future shareholder meetings, the Company
expects that our Board will review voting results on this
proposal and give consideration to the outcome.
Approval of the proposal, on a non-binding advisory basis,
requires the affirmative vote of holders of at least a majority
of the votes cast at the annual general meeting in person or by
proxy. If none of the alternatives in the proposal (one year,
two years or three years) receive a majority vote, our Board
will consider the frequency that receives the highest number of
votes cast by shareholders to be the frequency that has been
selected by shareholders. All duly submitted and unrevoked
proxies will be voted for the proposal to hold an advisory vote
every three years, except where a contrary vote is indicated or
authorization to vote is withheld.
Recommendation
Our Board unanimously recommends that shareholders vote to
hold an advisory vote on the compensation of the Companys
named executive officers once every THREE years from the options
of once every one, two or three years or of abstaining.
56
OTHER
MATTERS
Shareholder
Proposals
Any proposal by a shareholder intended to be presented at the
2012 annual general meeting of shareholders must be received by
the Company at our principal executive offices at Dorfstrasse
19A, 6340 Baar, Zug, Switzerland, Attention: Julie J. Robertson,
Executive Vice President and Secretary, no later than
November 14, 2011, for inclusion in our proxy materials
relating to that meeting.
In order for a shareholder to bring business before an annual
general meeting of shareholders, a written request must be sent
to our corporate secretary not less than 60 nor more than
120 days in advance of the annual general meeting, or, in
the case of nominations for the election of directors, not less
than 90 days in advance of an annual general meeting.
Requests regarding agenda items (other than nominations for the
election of directors) must include the name and address of the
shareholder, a clear and concise statement of the proposed
agenda item, and evidence of the required shareholdings recorded
in the share register. Requests for nominations for the election
of directors must include the name and address of the
shareholder, a representation that the shareholder is entitled
to vote and intends to appear at the meeting, a description of
all arrangements between the director nominee and the
shareholder, other information about the director nominee
required to be disclosed in the proxy statement by SEC rules,
and the consent of the director nominee. These requirements are
separate from and in addition to the requirements a shareholder
must meet to have a proposal included in our proxy statement.
These time limits also apply in determining whether notice is
timely for purposes of rules adopted by the SEC relating to the
exercise of discretionary voting authority.
Solicitation
of Proxies
The cost of the solicitation of proxies, including the cost of
preparing, printing and mailing the materials used in the
solicitation, will be borne by the Company. The Company has
retained MacKenzie Partners, Inc. to aid in the solicitation of
proxies for a fee of $16,500 and the reimbursement of
out-of-pocket
expenses. Proxies may also be solicited by personal interview,
telephone and telegram and via the Internet by directors,
officers and employees of the Company, who will not receive
additional compensation for those services. Arrangements also
may be made with brokerage houses and other custodians, nominees
and fiduciaries for the forwarding of solicitation materials to
the beneficial owners of shares held by those persons, and the
Company will reimburse them for reasonable expenses incurred by
them in connection with the forwarding of solicitation materials.
Additional
Information about the Company
You can learn more about the Company and our operations by
visiting our website at www.noblecorp.com. Among other
information we have provided there, you will find:
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our corporate governance guidelines;
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the charters of each of our standing committees of the Board;
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our code of business conduct and ethics (and any amendment
thereto or waiver of compliance therewith);
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our Articles of Association and By-laws;
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information concerning our business and recent news releases and
filings with the SEC; and
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information concerning our board of directors and shareholder
relations.
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Copies of our corporate governance guidelines, the charters of
each of our standing committees of the Board and our code of
business conduct and ethics are available in print upon request.
For additional information about the Company, please refer to
our 2010 Annual Report, which is being made available with this
proxy statement.
NOBLE CORPORATION
David W. Williams
Chairman, President and Chief Executive Officer
Baar, Switzerland
March 14, 2011
57
ANNEX A-1
DETAILS
OF RETURN OF CAPITAL IN THE FORM OF A PAR VALUE
REDUCTION
(ASSUMPTION: APPROVAL OF PROPOSAL (6) AND
PROPOSAL (4))
The procedures and amendments described below assume our
shareholders at the annual general meeting on April 29,
2011 approve Proposal (4) (capital reduction by cancellation of
certain shares held in treasury) and Proposal (6) (return of
capital in the form of a par value reduction).
The aggregate share capital numbers in the excerpts from the
Companys Articles of Association provided below are based
on the Companys share capital after the last installment
of the regular capital reduction that was approved by our
shareholders at the annual general meeting held on
April 30, 2010, upon which the Companys share capital
will be reduced to Swiss Francs 976,770,500.00, is being entered
into the daily ledger of the Commercial Registry of the Canton
of Zug. These numbers are subject to adjustment as described
below.
In case the last installment of the regular capital reduction
that was approved by our shareholders at the annual general
meeting held on April 30, 2010 will not have been entered
into the daily ledger of the Commercial Registry of the Canton
of Zug by the date of the application for registration of the
first installment of the capital reduction to be approved by our
shareholders at the annual general meeting of April 29,
2011, the share capital numbers as provided below shall be based
on a share capital amount of Swiss Francs 1,011,370,000.00 (and
a par value of Swiss Francs of 3.80 per registered share) and
shall be amended accordingly.
1. The capital reduction will be accomplished as follows:
i. by reducing the par value per registered share from
Swiss Francs 3.67 to Swiss Francs 3.15 in four steps, i.e. from
Swiss Francs 3.67 to Swiss Francs 3.54 in the third calendar
quarter of 2011; from Swiss Francs 3.54 to Swiss Francs 3.41 in
the fourth calendar quarter of 2011; from Swiss Francs 3.41 to
Swiss Francs 3.28 in the first calendar quarter of 2012; and
from Swiss Francs 3.28 to Swiss Francs 3.15 in the second
calendar quarter of 2012;
ii. by repayment on a date to be established by the Board
of Directors of the respective partial per share reduction
amounts of Swiss Francs 0.13 in August 2011, Swiss Francs 0.13
in November 2011, Swiss Francs 0.13 in February 2012, and Swiss
Francs 0.13 in May 2012, and in each case to be paid in
U.S. dollars (converted at the exchange rate available as
published by the Swiss National Bank approximately two business
days prior to each such payment date); and
iii. an updated report in accordance with article 732
para. 2 CO by the Companys statutory auditor shall be
prepared in connection with each partial reduction confirming
that claims of the Companys creditors are still fully
covered after taking into account each capital reduction step.
2. To enable the annual general meeting of shareholders to
resolve on the capital reduction, the Companys statutory
auditor will deliver a report to the annual general meeting of
shareholders dated April 29, 2011 confirming in accordance
with article 732 para. 2 CO that claims of the
Companys creditors are fully covered after taking into
account the capital reduction resulting from the par value
reduction.
3. Shares issued from authorized share capital and
conditional share capital until registration of the fourth
capital reduction in the Commercial Registry (New
Shares) will be subject to the remaining subsequent
capital reductions. The aggregate reduction amount pursuant to
Section 1 above will be increased by an amount equal to
such remaining par value reductions on the New Shares.
4. The Board of Directors is authorized to determine the
application dates of the partial reductions in the Commercial
Registry and the repayment procedure for the partial reduction
amounts in accordance with article 734 CO.
5. The Board of Directors will only authorize to effect any
of the four capital reductions in the event the respective
report from the Companys statutory auditor confirms in
accordance with article 732 para. 2 CO
A-1-1
that claims of the Companys creditors are fully covered
after taking into account the respective capital reduction.
6. At the registration of each installment of the capital
reduction in the Commercial Registry, Article 4 of our
Articles of Association will be amended as follows:
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Artikel 4: Anzahl Aktien, Nominalwert, Art
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Article 4: Number of Shares, Par Value, Type
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Das Aktienkapital der Gesellschaft beträgt Schweizer
Franken 942171000.00* / 907571500.00**
/872972000.00*** / 838372500.00**** und
ist eingeteilt in 266150000* /
266150000** /266150000*** /
266150000**** auf den Namen lautende Aktien im
Nennwert von Schweizer Franken 3.54* / 3.41** / 3.28*** /
3.15**** je Aktie (jede Namenaktie nachfolgend bezeichnet als
Aktie bzw. zusammen die Aktien). Das
Aktienkapital ist vollständig liberiert.
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The share capital of the Company is Swiss Francs 942,171,000.00*
/907,571,500.00** / 872,972,000.00*** / 838,372,500.00**** and
is divided into 266,150,000* / 266,150,000** / 266,150,000***
/266,150,000**** fully paid-up registered shares. Each
registered share has a par value of Swiss Francs 3.54* / 3.41**
/ 3.28*** / 3.15**** (each such registered share hereinafter a
Share and collectively the Shares).
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*Nach Vollzug der ersten Nennwertherabsetzungstranche im dritten
Quartal 2011 vorbehaltlich allfälliger Veränderungen
durch Kapitalerhöhungen aus genehmigtem Aktienkapital
(vorausgesetzt, dass die Aktionäre an der ordentlichen
Generalversammlung vom 29. April 2011 einer genehmigten
Erhöhung des Aktienkapitals bis zum 28. April 2013
zugestimmt haben) oder bedingtem Aktienkapital, die vor der
Anmeldung der ersten Nennwertherabsetzungstranche beim
Handelsregisteramt des Kantons Zug erfolgen. Der Nennwert je
Aktie bleibt von diesen allfälligen Veränderungen
unberührt.
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* Upon completion of the first partial par value reduction in
the third calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) or conditional share capital prior to the
application to the Commercial Registry of the Canton of Zug for
registration of the first portion of the capital reduction.
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**Nach Vollzug der zweiten Nennwertherabsetzungstranche im
vierten Quartal 2011 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben) oder bedingtem Aktienkapital, die vor der
Anmeldung der zweiten Nennwertherabsetzungstranche beim
Handelsregisteramt des Kantons Zug erfolgen. Der Nennwert je
Aktie bleibt von diesen allfälligen Veränderungen
unberührt.
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** Upon completion of the second partial par value reduction in
the fourth calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) or conditional share capital prior to the
application to the Commercial Registry of the Canton of Zug for
registration of the second portion of the capital reduction.
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***Nach Vollzug der dritten Nennwertherabsetzungstranche im
ersten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben) oder bedingtem Aktienkapital, die vor der
Anmeldung der dritten Nennwertherabsetzungstranche beim
Handelsregisteramt des Kantons Zug erfolgen. Der Nennwert je
Aktie bleibt von diesen allfälligen Veränderungen
unberührt.
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*** Upon completion of the third partial par value reduction in
the first calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) or conditional share capital prior to the
application to the Commercial Registry of the Canton of Zug for
registration of the third portion of the capital reduction.
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A-1-2
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Artikel 4: Anzahl Aktien, Nominalwert, Art
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Article 4: Number of Shares, Par Value, Type
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****Nach Vollzug der vierten Nennwertherabsetzungstranche im
zweiten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben) oder bedingtem Aktienkapital, die vor der
Anmeldung der vierten Nennwertherabsetzungstranche beim
Handelsregisteramt des Kantons Zug erfolgen. Der Nennwert je
Aktie bleibt von diesen allfälligen Veränderungen
unberührt.
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**** Upon completion of the fourth partial par value reduction
in the second calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) or conditional share capital prior to the
application to the Commercial Registry of the Canton of Zug for
registration of the fourth portion of the capital reduction.
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7. As a consequence of the par value reduction,
Articles 6(1), 6(3)(e) and 7(1) of our Articles of
Association will be amended as follows:
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Artikel 6: Genehmigtes Aktienkapital
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Article 6: Authorized Share Capital
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1Der
Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit
bis spätestens zum 28. April 2013
6,
im Maximalbetrag von Schweizer Franken 471085500.00*
/ 453785750.00** /436486000.00*** /
419186250.00**** durch Ausgabe von höchstens
133075000* / 133075000**
/133075000*** / 133075000****
vollständig zu liberierenden Aktien mit einem Nennwert von
je Schweizer Franken 3.54* / 3.41** / 3.28*** / 3.15**** zu
erhöhen. Eine Erhöhung des Aktienkapitals (i) auf
dem Weg einer Festübernahme durch eine Bank, ein
Bankenkonsortium oder Dritte und eines anschliessenden Angebots
an die bisherigen Aktionäre sowie (ii) in
Teilbeträgen ist zulässig.
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1The
Board of Directors is authorized to increase the share capital
no later than April 28, 2013
6,
by a maximum amount of Swiss Francs 471,085,500.00* /
453,785,750.00** /436,486,000.00*** / 419,186,250.00**** by
issuing a maximum of 133,075,000* / 133,075,000** /
133,075,000*** / 133,075,000**** fully paid-up Shares with a par
value of Swiss Francs 3.54* / 3.41** / 3.28*** / 3.15**** each.
An increase of the share capital (i) by means of an offering
underwritten by a financial institution, a syndicate of
financial institutions or another third party or third parties,
followed by an offer to the then-existing shareholders of the
Company, and (ii) in partial amounts, shall be permissible.
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6
Unter der Annahme, dass die Aktionäre an der ordentlichen
Generalversammlung vom 29. April 2011 einer genehmigten
Erhöhung des Aktienkapitals bis zum 28. April 2013
zugestimmt haben.
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6
Assuming that shareholders, at the annual general meeting held
on April 29, 2011, approved the grant of Board authority to
issue authorized share capital until April 28, 2013.
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*Nach Vollzug der ersten Nennwertherabsetzungstranche im dritten
Quartal 2011 vorbehaltlich allfälliger Veränderungen
durch Kapitalerhöhungen aus genehmigtem Aktienkapital
(vorausgesetzt, dass die Aktionäre an der ordentlichen
Generalversammlung vom 29. April 2011 einer genehmigten
Erhöhung des Aktienkapitals bis zum 28. April 2013
zugestimmt haben), die vor der Anmeldung der ersten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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* Upon completion of the first partial par value reduction in
the third calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the first
portion of the capital reduction.
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A-1-3
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**Nach Vollzug der zweiten Nennwertherabsetzungstranche im
vierten Quartal 2011 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der zweiten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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** Upon completion of the second partial par value reduction in
the fourth calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the second
portion of the capital reduction.
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***Nach Vollzug der dritten Nennwertherabsetzungstranche im
ersten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der dritten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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*** Upon completion of the third partial par value reduction in
the first calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the third
portion of the capital reduction.
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****Nach Vollzug der vierten Nennwertherabsetzungstranche im
zweiten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der vierten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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**** Upon completion of the fourth partial par value reduction
in the second calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the fourth
portion of the capital reduction.
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3Der
Verwaltungsrat ist ermächtigt, die Bezugsrechte der
Aktionäre aus wichtigen Gründen zu entziehen oder zu
beschränken und Dritten zuzuweisen, insbesondere:
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3The
Board of Directors is authorized to withdraw or limit the
preemptive rights of the shareholders and to allot them to third
parties for important reasons, including:
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A-1-4
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(e)
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für die Beteiligung von:
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(e)
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for the participation of:
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i.
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Mitgliedern des Verwaltungsrates, Mitgliedern der
Geschäftsleitung und Mitarbeitern, die für die
Gesellschaft oder eine Gruppengesellschaft tätig sind,
vorausgesetzt, dass der Gesamtbetrag der unter dieser Bestimmung
(e)(i) ausgegebenen Aktien einen Betrag von Schweizer Franken
35400000.00* / 34100000.00**
/32800000.00*** / 31500000.00****,
eingeteilt in 10000000* / 10000000**
/10000000*** / 10000000****
vollständig zu liberierende Aktien mit einem Nennwert von
je Schweizer Franken 3.54* / 3.41** / 3.28*** / 3.15**** nicht
übersteigt; und
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i.
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members of the Board of Directors, members of the executive
management and employees of the Company or any of its group
companies, always provided that the total amount of such Shares
to be issued under this clause (e)(i) shall not exceed Swiss
Francs 35,400,000.00* / 34,100,000.00** / 32,800,000.00***
/31,500,000.00****, divided into 10,000,000* / 10,000,000** /
10,000,000*** / 10,000,000**** fully paid-up Shares, with a par
value of Swiss Francs 3.54* / 3.41** / 3.28*** / 3.15**** per
Share; and
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ii.
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Vertragspartnern oder Beratern oder anderen Personen, die
für die Gesellschaft oder eine Gruppengesellschaft
Leistungen erbringen, vorausgesetzt, dass der Gesamtbetrag der
unter dieser Bestimmung (e)(ii) ausgegebenen Aktien einen Betrag
von Schweizer Franken 3540000.00*
/3410000.00** / 3280000.00***
/3150000.00****, eingeteilt in 1000000*
/1000000** / 1000000***
/1000000**** vollständig zu liberierende Aktien
mit einem Nennwert von je Schweizer Franken 3.54* / 3.41** /
3.28*** / 3.15**** nicht übersteigt; oder
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ii.
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contractors or consultants of the Company or any of its group
companies or any other persons performing services for the
benefit of the Company or any of its group companies, always
provided that the total amount of such Shares to be issued under
this clause (e)(ii) shall not exceed Swiss Francs 3,540,000.00*
/ 3,410,000.00** / 3,280,000.00*** / 3,150,000.00****, divided
into 1,000,000* / 1,000,000** / 1,000,000*** / 1,000,000****
fully paid-up Shares, with a par value of Swiss Francs 3.54*
/3.41** / 3.28*** / 3.15**** per Share; or
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*Nach Vollzug der ersten Nennwertherabsetzungstranche im dritten
Quartal 2011 vorbehaltlich allfälliger Veränderungen
durch Kapitalerhöhungen aus genehmigtem Aktienkapital
(vorausgesetzt, dass die Aktionäre an der ordentlichen
Generalversammlung vom 29. April 2011 einer genehmigten
Erhöhung des Aktienkapitals bis zum 28. April 2013
zugestimmt haben), die vor der Anmeldung der ersten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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* Upon completion of the first partial par value reduction in
the third calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the first
portion of the capital reduction.
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A-1-5
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**Nach Vollzug der zweiten Nennwertherabsetzungstranche im
vierten Quartal 2011 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der zweiten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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** Upon completion of the second partial par value reduction in
the fourth calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the second
portion of the capital reduction.
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***Nach Vollzug der dritten Nennwertherabsetzungstranche im
ersten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der dritten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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*** Upon completion of the third partial par value reduction in
the first calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the third
portion of the capital reduction.
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****Nach Vollzug der vierten Nennwertherabsetzungstranche im
zweiten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der vierten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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**** Upon completion of the fourth partial par value reduction
in the second calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the fourth
portion of the capital reduction.
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Artikel 7: Bedingtes Aktienkapital
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Article 7: Conditional Share Capital
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1Das
Aktienkapital kann sich durch Ausgabe von höchstens
138132846* /138132846** /
138132846*** /138132846**** voll zu
liberierenden Aktien im Nennwert von je Schweizer Franken 3.54*
/ 3.41** / 3.28*** / 3.15**** um höchstens Schweizer
Franken 488990274.84* /471033004.86** /
453075734.88*** /435118464.90****
erhöhen durch:
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1The
share capital may be increased in an amount not to exceed Swiss
Francs 488,990,274.84* / 471,033,004.86** /453,075,734.88*** /
435,118,464.90**** through the issuance of up to 138,132,846* /
138,132,846** / 138,132,846*** /138,132,846**** fully paid-up
Shares with a par value of Swiss Francs 3.54* / 3.41** / 3.28***
/ 3.15**** per Share through:
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A-1-6
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(a)
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die Ausübung von Wandel-, Tausch-, Options-, Bezugs- oder
ähnlichen Rechten auf den Bezug von Aktien (nachfolgend die
Umwandlungsrechte), welche Dritten oder
Aktionären im Zusammenhang mit auf nationalen oder
internationalen Kapitalmärkten neu oder bereits begebenen
Anleihensobligationen, Optionen, Warrants oder anderen
Finanzmarktinstrumenten oder neuen oder bereits bestehenden
vertraglichen Verpflichtungen der Gesellschaft, einer ihrer
Gruppengesellschaften oder ihrer Rechtsvorgänger
eingeräumt werden (nachfolgend zusammen, die mit
Umwandlungsrechten verbundenen Obligationen); dabei darf
der Gesamtbetrag der ausgegebenen Aktien einen Betrag von
Schweizer Franken 467750274.84* /
450573004.86** /433395734.88*** /
416218464.90****, eingeteilt in
132132846* / 132132846**
/132132846*** / 132132846****
vollständig zu liberierende Aktien mit einem Nennwert von
je Schweizer Franken 3.54* / 3.41** / 3.28*** / 3.15**** nicht
übersteigen; und/oder
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(a)
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the exercise of conversion, exchange, option, warrant or similar
rights for the subscription of Shares (hereinafter the
Rights) granted to third parties or shareholders in
connection with bonds, options, warrants or other securities
newly or already issued in national or international capital
markets or new or already existing contractual obligations by or
of the Company, one of its group companies, or any of their
respective predecessors (hereinafter collectively, the
Rights-Bearing Obligations); the total amount of
Shares that may be issued under such Rights shall not exceed
Swiss Francs 467,750,274.84* / 450,573,004.86** /
433,395,734.88*** / 416,218,464.90****, divided into
132,132,846* / 132,132,846** /132,132,846*** / 132,132,846****
fully paid-up Shares with a par value of Swiss Francs 3.54* /
3.41** / 3.28*** / 3.15**** per Share; and/or
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(b)
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die Ausgabe von mit Umwandlungsrechten verbundenen Obligationen
an:
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(b)
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the issuance of Rights-Bearing Obligations granted to:
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i.
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die Mitglieder des Verwaltungsrates, Mitglieder der
Geschäftsleitung und Arbeitnehmer, die für die
Gesellschaft oder eine Gruppengesellschaft tätig sind;
vorausgesetzt, dass der Gesamtbetrag der unter dieser Bestimmung
(b)(i) ausgegebenen Aktien einen Betrag von Schweizer Franken
17700000.00* / 17050000.00**
/16400000.00*** / 15750000.00****,
eingeteilt in 5000000* / 5000000**
/5000000*** / 5000000****
vollständig zu liberierende Aktien mit einem Nennwert von
je Schweizer Franken 3.54* / 3.41** / 3.28*** / 3.15**** nicht
übersteigt; oder
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i.
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the members of the Board of Directors, members of the executive
management and employees of the Company or any of its group
companies, always provided that the total amount of such Shares
to be issued under this clause (b)(i) shall not exceed Swiss
Francs 17,700,000.00* / 17,050,000.00** / 16,400,000.00***
/15,750,000.00****, divided into 5,000,000* / 5,000,000** /
5,000,000*** / 5,000,000**** fully paid-up Shares, with a par
value of Swiss Francs 3.54* / 3.41** / 3.28*** / 3.15**** per
Share; or
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A-1-7
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ii.
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Vertragspartner oder Berater oder andere Personen, die für
die Gesellschaft oder eine Gruppengesellschaft Leistungen
erbringen, vorausgesetzt, dass der Gesamtbetrag der unter dieser
Bestimmung (b)(ii) ausgegebenen Aktien einen Betrag von
Schweizer Franken 3540000.00*
/3410000.00** / 3280000.00***
/3150000.00****, eingeteilt in 1000000*
/1000000** / 1000000***
/1000000**** vollständig zu liberierende Aktien
mit einem Nennwert von je Schweizer Franken 3.54* / 3.41** /
3.28*** / 3.15**** nicht übersteigt.
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ii.
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contractors or consultants of the Company or any of its group
companies or any other persons providing services to the Company
or its group companies, always provided that the total amount of
such Shares to be issued under this clause (b)(ii) shall not
exceed Swiss Francs 3,540,000.00* / 3,410,000.00** /
3,280,000.00*** / 3,150,000.00****, divided into 1,000,000*
/1,000,000** / 1,000,000*** / 1,000,000**** fully paid-up
Shares, with a par value of Swiss Francs 3.54* / 3.41** /
3.28*** /3.15**** per Share.
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*Nach Vollzug der ersten Nennwertherabsetzungstranche im dritten
Quartal 2011 vorbehaltlich allfälliger Veränderungen
durch Kapitalerhöhungen aus bedingtem Aktienkapital, die
vor der Anmeldung der ersten Nennwertherabsetzungstranche beim
Handelsregisteramt des Kantons Zug erfolgen. Der Nennwert je
Aktie bleibt von diesen allfälligen Veränderungen
unberührt.
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* Upon completion of the first partial par value reduction in
the third calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
conditional share capital prior to the application to the
Commercial Registry of the Canton of Zug for registration of the
first portion of the capital reduction.
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**Nach Vollzug der zweiten Nennwertherabsetzungstranche im
vierten Quartal 2011 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus bedingtem
Aktienkapital, die vor der Anmeldung der zweiten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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** Upon completion of the second partial par value reduction in
the fourth calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
conditional share capital prior to the application to the
Commercial Registry of the Canton of Zug for registration of the
second portion of the capital reduction.
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***Nach Vollzug der dritten Nennwertherabsetzungstranche im
ersten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus bedingtem
Aktienkapital, die vor der Anmeldung der dritten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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*** Upon completion of the third partial par value reduction in
the first calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
conditional share capital prior to the application to the
Commercial Registry of the Canton of Zug for registration of the
third portion of the capital reduction.
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****Nach Vollzug der vierten Nennwertherabsetzungstranche im
zweiten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus bedingtem
Aktienkapital, die vor der Anmeldung der vierten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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**** Upon completion of the fourth partial par value reduction
in the second calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
conditional share capital prior to the application to the
Commercial Registry of the Canton of Zug for registration of the
fourth portion of the capital reduction.
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A-1-8
ANNEX A-2
DETAILS OF RETURN OF CAPITAL IN THE FORM OF A PAR VALUE
REDUCTION
(ASSUMPTION: APPROVAL OF PROPOSAL (6) AND NO
APPROVAL OF PROPOSAL (4))
The procedures and amendments described below assume our
shareholders at the annual general meeting on April 29,
2011 approve Proposal (6) (return of capital in the form of a
par value reduction) and do not approve Proposal (4)
(capital reduction by cancellation of certain shares held in
treasury).
The aggregate share capital numbers in the excerpts from the
Companys Articles of Association provided below are based
on the Companys share capital after the last installment
of the regular capital reduction that was approved by our
shareholders at the annual general meeting held on
April 30, 2010, upon which the Companys share capital
will be reduced to Swiss Francs 1,013,895,093.31, is being
entered into the daily ledger of the Commercial Registry of the
Canton of Zug. These numbers are subject to adjustment as
described below.
In case the last installment of the regular capital reduction
that was approved by our shareholders at the annual general
meeting held on April 30, 2010 will not have been entered
into the daily ledger of the Commercial Registry of the Canton
of Zug by the date of the application for registration of the
first installment of the capital reduction to be approved by our
shareholders at the annual general meeting of April 29,
2011, the share capital numbers as provided below shall be based
on a share capital amount of Swiss Francs 1,049,809,633.40 (and
a par value of Swiss Francs of 3.80 per registered share) and
shall be amended accordingly.
1. The capital reduction will be accomplished as follows:
i. by reducing the par value per registered share from
Swiss Francs 3.67 to Swiss Francs 3.15 in four steps, i.e. from
Swiss Francs 3.67 to Swiss Francs 3.54 in the third calendar
quarter of 2011; from Swiss Francs 3.54 to Swiss Francs 3.41 in
the fourth calendar quarter of 2011; from Swiss Francs 3.41 to
Swiss Francs 3.28 in the first calendar quarter of 2012; and
from Swiss Francs 3.28 to Swiss Francs 3.15 in the second
calendar quarter of 2012;
ii. by repayment on a date to be established by the Board
of Directors of the respective partial per share reduction
amounts of Swiss Francs 0.13 in August 2011, Swiss Francs 0.13
in November 2011, Swiss Francs 0.13 in February 2012, and Swiss
Francs 0.13 in May 2012, and in each case to be paid in
U.S. dollars (converted at the exchange rate available as
published by the Swiss National Bank approximately two business
days prior to each such payment date); and
iii. an updated report in accordance with article 732
para. 2 CO by the Companys statutory auditor shall be
prepared in connection with each partial reduction confirming
that claims of the Companys creditors are still fully
covered after taking into account each capital reduction step.
2. To enable the annual general meeting of shareholders to
resolve on the capital reduction, the Companys statutory
auditor will deliver a report to the annual general meeting of
shareholders dated April 29, 2011 confirming in accordance
with article 732 para. 2 CO that claims of the
Companys creditors are fully covered after taking into
account the capital reduction resulting from the par value
reduction.
3. Shares issued from authorized share capital and
conditional share capital until registration of the fourth
capital reduction in the Commercial Registry (New
Shares) will be subject to the remaining subsequent
capital reductions. The aggregate reduction amount pursuant to
Section 1 above will be increased by an amount equal to
such remaining par value reductions on the New Shares.
4. The Board of Directors is authorized to determine the
application dates of the partial reductions in the Commercial
Registry and the repayment procedure for the partial reduction
amounts in accordance with article 734 CO.
5. The Board of Directors will only authorize to effect any
of the four capital reductions in the event the respective
report from the Companys statutory auditor confirms in
accordance with article 732 para. 2 CO
A-2-1
that claims of the Companys creditors are fully covered
after taking into account the respective capital reduction.
6. At the registration of each installment of the capital
reduction in the Commercial Registry, Article 4 of our
Articles of Association will be amended as follows:
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Artikel 4: Anzahl Aktien, Nominalwert, Art
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Article 4: Number of Shares, Par Value, Type
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Das Aktienkapital der Gesellschaft beträgt Schweizer
Franken 977980553.22* / 942066013.13**
/906151473.04*** / 870236932.95**** und
ist eingeteilt in 276265693* /
276265693** /276265693*** /
276265693**** auf den Namen lautende Aktien im
Nennwert von Schweizer Franken 3.54* / 3.41** / 3.28*** /
3.15**** je Aktie (jede Namenaktie nachfolgend bezeichnet als
Aktie bzw. zusammen die Aktien). Das
Aktienkapital ist vollständig liberiert.
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The share capital of the Company is Swiss Francs 977,980,553.22*
/942,066,013.13** / 906,151,473.04*** / 870,236,932.95**** and
is divided into 276,265,693* / 276,265,693** / 276,265,693***
/276,265,693**** fully paid-up registered shares. Each
registered share has a par value of Swiss Francs 3.54* / 3.41**
/ 3.28*** / 3.15**** (each such registered share hereinafter a
Share and collectively the Shares).
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*Nach Vollzug der ersten Nennwertherabsetzungstranche im dritten
Quartal 2011 vorbehaltlich allfälliger Veränderungen
durch Kapitalerhöhungen aus genehmigtem Aktienkapital
(vorausgesetzt, dass die Aktionäre an der ordentlichen
Generalversammlung vom 29. April 2011 einer genehmigten
Erhöhung des Aktienkapitals bis zum 28. April 2013
zugestimmt haben) oder bedingtem Aktienkapital, die vor der
Anmeldung der ersten Nennwertherabsetzungstranche beim
Handelsregisteramt des Kantons Zug erfolgen. Der Nennwert je
Aktie bleibt von diesen allfälligen Veränderungen
unberührt.
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* Upon completion of the first partial par value reduction in
the third calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) or conditional share capital prior to the
application to the Commercial Registry of the Canton of Zug for
registration of the first portion of the capital reduction.
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**Nach Vollzug der zweiten Nennwertherabsetzungstranche im
vierten Quartal 2011 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben) oder bedingtem Aktienkapital, die vor der
Anmeldung der zweiten Nennwertherabsetzungstranche beim
Handelsregisteramt des Kantons Zug erfolgen. Der Nennwert je
Aktie bleibt von diesen allfälligen Veränderungen
unberührt.
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** Upon completion of the second partial par value reduction in
the fourth calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) or conditional share capital prior to the
application to the Commercial Registry of the Canton of Zug for
registration of the second portion of the capital reduction.
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***Nach Vollzug der dritten Nennwertherabsetzungstranche im
ersten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben) oder bedingtem Aktienkapital, die vor der
Anmeldung der dritten Nennwertherabsetzungstranche beim
Handelsregisteramt des Kantons Zug erfolgen. Der Nennwert je
Aktie bleibt von diesen allfälligen Veränderungen
unberührt.
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*** Upon completion of the third partial par value reduction in
the first calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) or conditional share capital prior to the
application to the Commercial Registry of the Canton of Zug for
registration of the third portion of the capital reduction.
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A-2-2
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Artikel 4: Anzahl Aktien, Nominalwert, Art
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Article 4: Number of Shares, Par Value, Type
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****Nach Vollzug der vierten Nennwertherabsetzungstranche im
zweiten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben) oder bedingtem Aktienkapital, die vor der
Anmeldung der vierten Nennwertherabsetzungstranche beim
Handelsregisteramt des Kantons Zug erfolgen. Der Nennwert je
Aktie bleibt von diesen allfälligen Veränderungen
unberührt.
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**** Upon completion of the fourth partial par value reduction
in the second calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) or conditional share capital prior to the
application to the Commercial Registry of the Canton of Zug for
registration of the fourth portion of the capital reduction.
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7. As a consequence of the par value reduction,
Articles 6(1), 6(3)(e) and 7(1) of our Articles of
Association will be amended as follows:
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Artikel 6: Genehmigtes Aktienkapital
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Article 6: Authorized Share Capital
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1Der
Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit
bis spätestens zum 28. April 2013
6,
im Maximalbetrag von Schweizer Franken 471085500.00*
/ 453785750.00** /436486000.00*** /
419186250.00**** durch Ausgabe von höchstens
133075000* / 133075000**
/133075000*** / 133075000****
vollständig zu liberierenden Aktien mit einem Nennwert von
je Schweizer Franken 3.54* / 3.41** / 3.28*** / 3.15**** zu
erhöhen. Eine Erhöhung des Aktienkapitals (i) auf
dem Weg einer Festübernahme durch eine Bank, ein
Bankenkonsortium oder Dritte und eines anschliessenden Angebots
an die bisherigen Aktionäre sowie (ii) in
Teilbeträgen ist zulässig.
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1The
Board of Directors is authorized to increase the share capital
no later than April 28,
20136, by
a maximum amount of Swiss Francs 471,085,500.00* /
453,785,750.00** / 436,486,000.00*** / 419,186,250.00**** by
issuing a maximum of 133,075,000* / 133,075,000** /
133,075,000*** / 133,075,000**** fully paid-up Shares with a par
value of Swiss Francs 3.54* / 3.41** / 3.28*** / 3.15**** each.
An increase of the share capital (i) by means of an offering
underwritten by a financial institution, a syndicate of
financial institutions or another third party or third parties,
followed by an offer to the then-existing shareholders of the
Company, and (ii) in partial amounts, shall be permissible.
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6
Unter der Annahme, dass die Aktionäre an der ordentlichen
Generalversammlung vom 29. April 2011 einer genehmigten
Erhöhung des Aktienkapitals bis zum 28. April 2013
zugestimmt haben.
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6
Assuming that shareholders, at the annual general meeting held
on April 29, 2011, approved the grant of Board authority to
issue authorized share capital until April 28, 2013.
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*Nach Vollzug der ersten Nennwertherabsetzungstranche im dritten
Quartal 2011 vorbehaltlich allfälliger Veränderungen
durch Kapitalerhöhungen aus genehmigtem Aktienkapital
(vorausgesetzt, dass die Aktionäre an der ordentlichen
Generalversammlung vom 29. April 2011 einer genehmigten
Erhöhung des Aktienkapitals bis zum 28. April 2013
zugestimmt haben), die vor der Anmeldung der ersten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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* Upon completion of the first partial par value reduction in
the third calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the first
portion of the capital reduction.
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A-2-3
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**Nach Vollzug der zweiten Nennwertherabsetzungstranche im
vierten Quartal 2011 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der zweiten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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** Upon completion of the second partial par value reduction in
the fourth calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the second
portion of the capital reduction.
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***Nach Vollzug der dritten Nennwertherabsetzungstranche im
ersten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der dritten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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*** Upon completion of the third partial par value reduction in
the first calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the third
portion of the capital reduction.
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****Nach Vollzug der vierten Nennwertherabsetzungstranche im
zweiten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der vierten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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**** Upon completion of the fourth partial par value reduction
in the second calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the fourth
portion of the capital reduction.
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3Der
Verwaltungsrat ist ermächtigt, die Bezugsrechte der
Aktionäre aus wichtigen Gründen zu entziehen oder zu
beschränken und Dritten zuzuweisen, insbesondere:
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3The
Board of Directors is authorized to withdraw or limit the
preemptive rights of the shareholders and to allot them to third
parties for important reasons, including:
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A-2-4
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(e)
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für die Beteiligung von:.
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(e)
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for the participation of:
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i.
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Mitgliedern des Verwaltungsrates, Mitgliedern der
Geschäftsleitung und Mitarbeitern, die für die
Gesellschaft oder eine Gruppengesellschaft tätig sind,
vorausgesetzt, dass der Gesamtbetrag der unter dieser Bestimmung
(e)(i) ausgegebenen Aktien einen Betrag von Schweizer Franken
35400000.00* / 34100000.00**
/32800000.00*** / 31500000.00****,
eingeteilt in 10000000* / 10000000**
/10000000*** / 10000000****
vollständig zu liberierende Aktien mit einem Nennwert von
je Schweizer Franken 3.54* / 3.41** / 3.28*** / 3.15**** nicht
übersteigt; und
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i.
|
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members of the Board of Directors, members of the executive
management and employees of the Company or any of its group
companies, always provided that the total amount of such Shares
to be issued under this clause (e)(i) shall not exceed Swiss
Francs 35,400,000.00* / 34,100,000.00** / 32,800,000.00***
/31,500,000.00****, divided into 10,000,000* / 10,000,000** /
10,000,000*** / 10,000,000**** fully paid-up Shares, with a par
value of Swiss Francs 3.54* / 3.41** / 3.28*** / 3.15**** per
Share; and
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ii.
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Vertragspartnern oder Beratern oder anderen Personen, die
für die Gesellschaft oder eine Gruppengesellschaft
Leistungen erbringen, vorausgesetzt, dass der Gesamtbetrag der
unter dieser Bestimmung (e)(ii) ausgegebenen Aktien einen Betrag
von Schweizer Franken 3540000.00*
/3410000.00** / 3280000.00***
/3150000.00****, eingeteilt in 1000000*
/1000000** / 1000000***
/1000000**** vollständig zu liberierende Aktien
mit einem Nennwert von je Schweizer Franken 3.54* / 3.41** /
3.28*** / 3.15**** nicht übersteigt; oder
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ii.
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contractors or consultants of the Company or any of its group
companies or any other persons performing services for the
benefit of the Company or any of its group companies, always
provided that the total amount of such Shares to be issued under
this clause (e)(ii) shall not exceed Swiss Francs 3,540,000.00*
/ 3,410,000.00** / 3,280,000.00*** / 3,150,000.00****, divided
into 1,000,000* / 1,000,000** / 1,000,000*** / 1,000,000****
fully paid-up Shares, with a par value of Swiss Francs 3.54*
/3.41** / 3.28*** / 3.15**** per Share; or
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*Nach Vollzug der ersten Nennwertherabsetzungstranche im dritten
Quartal 2011 vorbehaltlich allfälliger Veränderungen
durch Kapitalerhöhungen aus genehmigtem Aktienkapital
(vorausgesetzt, dass die Aktionäre an der ordentlichen
Generalversammlung vom 29. April 2011 einer genehmigten
Erhöhung des Aktienkapitals bis zum 28. April 2013
zugestimmt haben), die vor der Anmeldung der ersten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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* Upon completion of the first partial par value reduction in
the third calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the first
portion of the capital reduction.
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**Nach Vollzug der zweiten Nennwertherabsetzungstranche im
vierten Quartal 2011 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der zweiten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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** Upon completion of the second partial par value reduction in
the fourth calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the second
portion of the capital reduction.
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A-2-5
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***Nach Vollzug der dritten Nennwertherabsetzungstranche im
ersten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der dritten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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*** Upon completion of the third partial par value reduction in
the first calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the third
portion of the capital reduction.
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****Nach Vollzug der vierten Nennwertherabsetzungstranche im
zweiten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus genehmigtem
Aktienkapital (vorausgesetzt, dass die Aktionäre an der
ordentlichen Generalversammlung vom 29. April 2011 einer
genehmigten Erhöhung des Aktienkapitals bis zum 28. April
2013 zugestimmt haben), die vor der Anmeldung der vierten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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**** Upon completion of the fourth partial par value reduction
in the second calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
authorized share capital (provided that the shareholders, at the
annual general meeting held on April 29, 2011, approved the
grant of Board authority to issue authorized share capital until
April 28, 2013) prior to the application to the Commercial
Registry of the Canton of Zug for registration of the fourth
portion of the capital reduction.
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Artikel 7: Bedingtes Aktienkapital
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Article 7: Conditional Share Capital
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1Das
Aktienkapital kann sich durch Ausgabe von höchstens
138132846* /138132846** /
138132846*** /138132846**** voll zu
liberierenden Aktien im Nennwert von je Schweizer Franken 3.54*
/ 3.41** / 3.28*** / 3.15**** um höchstens Schweizer
Franken 488990274.84* /471033004.86** /
453075734.88*** /435118464.90****
erhöhen durch:
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1The
share capital may be increased in an amount not to exceed Swiss
Francs 488,990,274.84* / 471,033,004.86** /453,075,734.88*** /
435,118,464.90**** through the issuance of up to 138,132,846* /
138,132,846** / 138,132,846*** /138,132,846**** fully paid-up
Shares with a par value of Swiss Francs 3.54* / 3.41** / 3.28***
/ 3.15**** per Share through:
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A-2-6
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(a)
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die Ausübung von Wandel-, Tausch-, Options-, Bezugs- oder
ähnlichen Rechten auf den Bezug von Aktien (nachfolgend die
Umwandlungsrechte), welche Dritten oder
Aktionären im Zusammenhang mit auf nationalen oder
internationalen Kapitalmärkten neu oder bereits begebenen
Anleihensobligationen, Optionen, Warrants oder anderen
Finanzmarktinstrumenten oder neuen oder bereits bestehenden
vertraglichen Verpflichtungen der Gesellschaft, einer ihrer
Gruppengesellschaften oder ihrer Rechtsvorgänger
eingeräumt werden (nachfolgend zusammen, die mit
Umwandlungsrechten verbundenen Obligationen); dabei darf
der Gesamtbetrag der ausgegebenen Aktien einen Betrag von
Schweizer Franken 467750274.84* /
450573004.86** /433395734.88*** /
416218464.90****, eingeteilt in
132132846* / 132132846**
/132132846*** / 132132846****
vollständig zu liberierende Aktien mit einem Nennwert von
je Schweizer Franken 3.54* / 3.41** / 3.28*** / 3.15**** nicht
übersteigen; und/oder
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(a)
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the exercise of conversion, exchange, option, warrant or similar
rights for the subscription of Shares (hereinafter the
Rights) granted to third parties or shareholders in
connection with bonds, options, warrants or other securities
newly or already issued in national or international capital
markets or new or already existing contractual obligations by or
of the Company, one of its group companies, or any of their
respective predecessors (hereinafter collectively, the
Rights-Bearing Obligations); the total amount of
Shares that may be issued under such Rights shall not exceed
Swiss Francs 467,750,274.84* / 450,573,004.86** /
433,395,734.88*** / 416,218,464.90****, divided into
132,132,846* / 132,132,846** /132,132,846*** / 132,132,846****
fully paid-up Shares with a par value of Swiss Francs 3.54* /
3.41** / 3.28*** / 3.15**** per Share; and/or
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(b)
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die Ausgabe von mit Umwandlungsrechten verbundenen Obligationen
an:
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(b)
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the issuance of Rights-Bearing Obligations granted to:
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i.
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die Mitglieder des Verwaltungsrates, Mitglieder der
Geschäftsleitung und Arbeitnehmer, die für die
Gesellschaft oder eine Gruppengesellschaft tätig sind;
vorausgesetzt, dass der Gesamtbetrag der unter dieser Bestimmung
(b)(i) ausgegebenen Aktien einen Betrag von Schweizer Franken
17700000.00* / 17050000.00**
/16400000.00*** / 15750000.00****,
eingeteilt in 5000000* / 5000000**
/5000000*** / 5000000****
vollständig zu liberierende Aktien mit einem Nennwert von
je Schweizer Franken 3.54* / 3.41** / 3.28*** / 3.15**** nicht
übersteigt; oder
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i.
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the members of the Board of Directors, members of the executive
management and employees of the Company or any of its group
companies, always provided that the total amount of such Shares
to be issued under this clause (b)(i) shall not exceed Swiss
Francs 17,700,000.00* / 17,050,000.00** / 16,400,000.00***
/15,750,000.00****, divided into 5,000,000* / 5,000,000** /
5,000,000*** / 5,000,000**** fully paid-up Shares, with a par
value of Swiss Francs 3.54* / 3.41** / 3.28*** / 3.15**** per
Share; or
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ii.
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Vertragspartner oder Berater oder andere Personen, die für
die Gesellschaft oder eine Gruppengesellschaft Leistungen
erbringen, vorausgesetzt, dass der Gesamtbetrag der unter dieser
Bestimmung(b)(ii) ausgegebenen Aktien einen Betrag von Schweizer
Franken 3540000.00* /3410000.00** /
3280000.00*** /3150000.00****,
eingeteilt in 1000000* /1000000** /
1000000*** /1000000**** vollständig
zu liberierende Aktien mit einem Nennwert von je Schweizer
Franken 3.54* / 3.41** / 3.28*** / 3.15**** nicht
übersteigt.
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ii.
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contractors or consultants of the Company or any of its group
companies or any other persons providing services to the Company
or its group companies, always provided that the total amount of
such Shares to be issued under this clause (b)(ii) shall not
exceed Swiss Francs 3,540,000.00* / 3,410,000.00** /
3,280,000.00*** / 3,150,000.00****, divided into 1,000,000*
/1,000,000** / 1,000,000*** / 1,000,000**** fully paid-up
Shares, with a par value of Swiss Francs 3.54* / 3.41** /
3.28*** /3.15**** per Share.
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A-2-7
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*Nach Vollzug der ersten Nennwertherabsetzungstranche im dritten
Quartal 2011 vorbehaltlich allfälliger Veränderungen
durch Kapitalerhöhungen aus bedingtem Aktienkapital, die
vor der Anmeldung der ersten Nennwertherabsetzungstranche beim
Handelsregisteramt des Kantons Zug erfolgen. Der Nennwert je
Aktie bleibt von diesen allfälligen Veränderungen
unberührt.
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* Upon completion of the first partial par value reduction in
the third calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
conditional share capital prior to the application to the
Commercial Registry of the Canton of Zug for registration of the
first portion of the capital reduction.
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**Nach Vollzug der zweiten Nennwertherabsetzungstranche im
vierten Quartal 2011 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus bedingtem
Aktienkapital, die vor der Anmeldung der zweiten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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** Upon completion of the second partial par value reduction in
the fourth calendar quarter 2011 and, except for par value,
subject to adjustment based on any capital increases out of
conditional share capital prior to the application to the
Commercial Registry of the Canton of Zug for registration of the
second portion of the capital reduction.
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***Nach Vollzug der dritten Nennwertherabsetzungstranche im
ersten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus bedingtem
Aktienkapital, die vor der Anmeldung der dritten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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*** Upon completion of the third partial par value reduction in
the first calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
conditional share capital prior to the application to the
Commercial Registry of the Canton of Zug for registration of the
third portion of the capital reduction.
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****Nach Vollzug der vierten Nennwertherabsetzungstranche im
zweiten Quartal 2012 vorbehaltlich allfälliger
Veränderungen durch Kapitalerhöhungen aus bedingtem
Aktienkapital, die vor der Anmeldung der vierten
Nennwertherabsetzungstranche beim Handelsregisteramt des Kantons
Zug erfolgen. Der Nennwert je Aktie bleibt von diesen
allfälligen Veränderungen unberührt.
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**** Upon completion of the fourth partial par value reduction
in the second calendar quarter 2012 and, except for par value,
subject to adjustment based on any capital increases out of
conditional share capital prior to the application to the
Commercial Registry of the Canton of Zug for registration of the
fourth portion of the capital reduction.
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A-2-8
NOBLE CORPORATION ANNUAL GENERAL MEETING OF SHAREHOLDERS ON APRIL 29, 2011
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
IMPORTANT NOTE: Please sign, date and return this Proxy Card in the enclosed postage pre-paid
envelope to the following address, arriving no later than the close of business, Eastern time, on
April 28, 2011: Noble Corporation c/o MacKenzie Partners, Inc. Corporate Election Services
P.O. Box 3230 Pittsburgh, PA 15230-9404 or, if granting a proxy to the independent representative:
Mr. Joachim Kloter c/o Kloter & Kohli Attorneys Streulistrasse 28 P. O. Box CH-8032 Zurich, Switzerland.
Please sign and date the proxy card below and fold and detach the card at the perforation before
mailing. Please check one of the following two boxes:
The signatory, revoking any proxy heretofore given in connection with the Annual General Meeting
described below, appoints Noble Corporation as proxy, with full powers of substitution, to
represent the signatory at the Annual General Meeting on April 29, 2011 and to vote all shares the
signatory is entitled to vote at such Annual General Meeting on all matters properly presented at
the meeting.
The signatory, revoking any proxy heretofore given in connection with the Annual General Meeting
described below, appoints the independent representative, Mr. Joachim Kloter, Kloter & Kohli
Attorneys (the Independent Representative), with full powers of substitution, to represent the
signatory at the Annual General Meeting on April 29, 2011 and to vote all shares the signatory is
entitled to vote at such Annual General Meeting on all matters properly presented at the meeting.
If you appoint either Noble Corporation or the Independent Representative to represent you at the
Annual General Meeting on April 29, 2011, please provide your voting instructions by marking the
applicable instruction boxes on the reverse side of this Proxy
Card. If you do not check either of the above boxes, your proxy will be granted to Noble
Corporation. If you do not provide specific voting instructions, your voting rights will be
exercised in the manner recommended by the Board of Directors (FOR proposals 2, 3, 4, 5, 6, 7, 8
and 9, FOR each director nominee listed on the reverse side and FOR holding an advisory vote on
executive compensation every three years). In the event of other proposals during the Annual
General Meeting on which voting is permissible under Swiss law, Noble Corporation or the
Independent Representative, as applicable, will vote your shares in accordance with the respective
recommendation of the Board of Directors.
The undersigned hereby acknowledges receipt of notice of, and the proxy statement for, the
aforesaid Annual General Meeting. Shareholder sign here Date Co-Owner sign here Date
The signature on this Proxy Card should correspond exactly with the shareholders name as printed
to the left. In the case of joint tenancies, co-executors, or co-trustees, each should sign.
Persons signing as Attorney, Executor, Administrator, Trustee or Guardian should give their full
title. |
Ð Please sign and date the proxy card below on the reverse side, and fold and detach the card at
the perforation before mailing. Vote on Proposals This Proxy Card is valid only when signed and dated
If you do not provide specific voting instructions, your voting rights will be exercised in the
manner recommended by the Board of Directors. The Board of Directors recommends a vote FOR
proposals 2, 3, 4, 5, 6, 7, 8 and 9, FOR each director nominee listed below and FOR holding an
advisory vote on executive compensation every three years. 1.
Election of Directors: 1a. Lawrence J. Chazen for the class of directors whose term will expire in
2014 FOR WITHHOLD 1b. Jon A. Marshall for the class of directors whose term will expire in 2014
.. FOR WITHHOLD 1c. Mary P. Ricciardello for the class of directors whose term will expire in
2014... FOR WITHHOLD 2.
Approval of the 2010 Annual Report, the Consolidated Financial Statements of the Company for fiscal
year 2010 and the Statutory Financial Statements of the Company for fiscal year 2010 . . FOR
AGAINST . ABSTAIN 3.
Approval of the creation of a reserve through appropriation of retained earnings .. . FOR AGAINST
. ABSTAIN 4. Approval of a capital reduction by cancellation of certain shares held in treasury . . FOR
AGAINST . ABSTAIN 5.
Approval of an extension of Board authority to issue authorized share capital until April 28, 2013
. . FOR AGAINST . ABSTAIN 6.
Approval of a return of capital in the form of a par value reduction in an amount equal to Swiss
francs 0.52 per share.. . FOR AGAINST . ABSTAIN 7.
Approval of the appointment of PricewaterhouseCoopers LLP as independent registered public
accounting firm for fiscal year 2011 and the election of PricewaterhouseCoopers AG as statutory
auditor for a one-year term . FOR AGAINST . ABSTAIN 8.
Approval of the discharge of the members of the Board of Directors and the executive officers of
the Company for fiscal year 2010 ... . FOR AGAINST . ABSTAIN 9.
Approval, on an advisory basis, of the compensation of the Companys named executive officers .. .
FOR AGAINST . ABSTAIN 10.
Advisory vote on frequency of the executive compensation advisory vote .. 1 YEAR 2 YEARS 3
YEARS ABSTAIN Continued on the reverse side. Must be signed and dated on the reverse side. |
NOBLE CORPORATION ANNUAL GENERAL MEETING OF SHAREHOLDERS ON APRIL 29, 2011
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
IMPORTANT NOTE: Please sign, date and return this Voting Instruction Card in the enclosed postage
pre-paid envelope, arriving no later than the close of business, Eastern time, on April 28, 2011.
The undersigned hereby instructs the Trustee of the Noble Drilling Corporation 401(k) Savings Plan
(401(k) Plan) to vote, as designated below, all shares of Noble Corporation that are credited to
the account(s) of the undersigned (whether vested or not) in the 401(k) Plan (401(k) Plan Shares)
at the Annual General Meeting on April 29, 2011.
Please provide your voting instructions by marking the applicable instruction boxes on the reverse
side of this Voting Instruction Card. If you do not provide specific voting instructions, the
voting rights of your 401(k) Plan Shares will be exercised in the manner recommended by the Board
of Directors (FOR proposals 2, 3, 4, 5, 6, 7, 8 and 9, FOR each director nominee listed on the
reverse side and FOR holding an advisory vote on executive compensation every three years). The
undersigned hereby acknowledges receipt of notice of, and the proxy statement for, the aforesaid
Annual General Meeting.
In the event of other proposals during the Annual General Meeting on which voting is permissible
under Swiss law, the Trustee will vote your 401(k) Plan Shares in accordance with the respective
recommendation of the Board of Directors. Continued on the reverse side.
IMPORTANT NOTE: Please sign, date and return this Voting Instruction Card in the enclosed postage
pre-paid envelope, arriving no later than the close of business, Eastern time, on April 28, 2011.
The undersigned hereby instructs the Trustee of the Noble Drilling Corporation 401(k) Savings Plan
(401(k) Plan) to vote, as designated below, all shares of Noble Corporation that are credited to
the account(s) of the undersigned (whether vested or not) in the 401(k) Plan (401(k) Plan Shares)
at the Annual General Meeting on April 29, 2011.
Please provide your voting instructions by marking the applicable instruction boxes on the reverse
side of this Voting Instruction Card. If you do not provide specific voting instructions, the
voting rights of your 401(k) Plan Shares will be exercised in the manner recommended by the Board
of Directors (FOR proposals 2, 3, 4, 5, 6, 7, 8 and 9, FOR each director nominee listed on the
reverse side and FOR holding an advisory vote on executive compensation every three years). In
the event of other proposals during the Annual General Meeting on which voting is permissible under
Swiss law, the Trustee will vote your 401(k) Plan Shares in accordance with the respective
recommendation of the Board of Directors.
The undersigned hereby acknowledges receipt of notice of, and the proxy statement for, the
aforesaid Annual General Meeting. 401(k) Plan Participant sign here
Date The signature on this Voting Instruction Card should correspond exactly with the shareholders
name as printed to the left. In the case of joint tenancies, co-executors, or co-trustees, each
should sign. Persons signing as Attorney, Executor, Administrator, Trustee or Guardian should give
their full title. |
Please sign and date the voting instruction card below on the reverse side, and fold and detach
the card at the perforation before mailing.
Vote on Proposals This Voting Instruction Card is valid only when signed and dated
If you do not provide specific voting instructions, your voting rights will be exercised in the
manner recommended by the Board of Directors. The Board of Directors recommends a vote FOR
proposals 2, 3, 4, 5, 6, 7, 8 and 9, FOR each director nominee listed below and FOR holding an
advisory vote on executive compensation every three years.
1. Election of Directors: 1a. Lawrence J. Chazen for the class of directors whose term will expire in
2014 FOR WITHHOLD 1b. Jon A. Marshall for the class of directors whose term will expire in 2014
.. FOR WITHHOLD 1c. Mary P. Ricciardello for the class of directors whose term will expire in
2014 .. FOR WITHHOLD
2. Approval of the 2010 Annual Report, the Consolidated Financial Statements of the Company for fiscal
year 2010 and the Statutory Financial Statements of the Company for fiscal year 2010 . . FOR
AGAINST . ABSTAIN
3. Approval of the creation of a reserve through appropriation of retained earnings.. . FOR AGAINST
. ABSTAIN
4. Approval of a capital reduction by cancellation of certain shares held in treasury . FOR AGAINST
. ABSTAIN
5. Approval of an extension of Board authority to issue authorized share capital until April 28, 2013.
. FOR AGAINST . ABSTAIN
6. Approval of a return of capital in the form of a par value reduction in an amount equal to Swiss
francs 0.52 per share.. . FOR AGAINST . ABSTAIN
7. Approval of the appointment of PricewaterhouseCoopers LLP as independent registered public
accounting firm for fiscal year 2011 and the election of PricewaterhouseCoopers AG as statutory
auditor for a one-year term . FOR AGAINST . ABSTAIN
8. Approval of the discharge of the members of the Board of Directors and the executive officers of
the Company for fiscal year 2010... . FOR AGAINST . ABSTAIN
9. Approval, on an advisory basis, of the compensation of the Companys named executive officers.. .
FOR AGAINST . ABSTAIN
10. Advisory vote on frequency of the executive compensation advisory vote ... 1 YEAR 2 YEARS 3
YEARS ABSTAIN Continued on the reverse side. Must be signed and dated on the reverse side. |