Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 18, 2021, the Board of Directors (the “Board”) of Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), approved the Noble Corporation 2021 Long-Term Incentive Plan (the “Plan”). The Plan is intended to assist the Company and its subsidiaries with attracting, retaining and motivating key personnel by rewarding them for the overall success of the Company.
The Plan permits the grant of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights (“SARs”), and other stock awards, any of which may be structured as performance awards (collectively, “Awards”), to employees, non-employee directors and consultants of the Company and its subsidiaries from time to time. 7,716,049 ordinary shares of the Company were authorized and initially reserved for issuance pursuant to Awards under the Plan (the “LTIP Reserved Amount”). The Plan is administered by the Compensation Committee of the Board (the “Committee”), except for certain items specifically reserved for the authority of the Board under the Plan. The Committee has broad authority under the Plan to, among other things: (i) select participants; (ii) determine the types of Awards that participants are to receive and the number of shares that are to be subject to such Awards; and (iii) establish the terms and conditions of Awards, including the price (if any) to be paid for the shares or the Awards and terms relating to vesting duration and performance criteria, acceleration of vesting and the effect on outstanding Awards of separation from service or a change of control of the Company.
Under certain limited circumstances, the Plan allows forfeited or canceled shares to be available for future Awards; provided that the following shares shall not become available for Awards under the Plan:
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shares that are tendered or surrendered, or to which the right to require the Company to allot and issue, transfer or deliver shares is forfeited or surrendered, in payment of the exercise price of an option;
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shares that are withheld or delivered, or to which the right to require the Company to allot and issue, transfer or deliver shares is forfeited or surrendered, to satisfy applicable tax withholding (for net exercise or net settlement purposes) or nominal value obligations;
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shares canceled upon the exercise of a tandem SAR grant;
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shares purchased on the open market with the proceeds of an exercise price payment with respect to an option; and
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shares underlying a free-standing SAR grant, to the extent the number of such shares exceeds the number of shares actually allotted and issued, transferred, or delivered upon exercise or settlement of such SAR.
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The Plan does not allow for the repricing of options or SARs, except in the limited cases where there shall be an increase or decrease in the number of allotted and issued and outstanding shares of the Company effected without receipt of consideration therefor by the Company, through the declaration of a dividend in shares or through any recapitalization, amalgamation, merger, demerger or conversion or otherwise in which the Company is the surviving corporation, resulting in a split-up, combination or exchange of shares of the Company.
With respect to performance Awards, the Committee shall set performance goals and criteria (as applicable) in its discretion, which, depending on the extent to which they are met, will determine the value and/or amount of performance Awards that will be paid out to the participant and/or the portion of an Award that may be exercised. Performance goals may include (but are not limited to) one or more of the following criteria:
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return measures (which include various return on equity, return on assets and return on invested capital measures);
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revenue and income measures (which include various revenue, gross margin, income from operations, net income, net sales, backlog, earnings per share, earnings before interest, taxes, depreciation and amortization (EBITDA), earnings before interest and taxes (EBIT) and economic value added (EVA) measures);
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expense measures (which include various costs of goods sold, selling, finding and development costs, operating and maintenance expenses, general and administrative expenses and overhead costs measures);
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