Attached files
file | filename |
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8-K - FORM 8-K - NOBLE ENERGY INC | h79440e8vk.htm |
EX-10.2 - EX-10.2 - NOBLE ENERGY INC | h79440exv10w2.htm |
Exhibit 10.1
AMENDMENT TO THE NOBLE ENERGY, INC.
CHANGE OF CONTROL SEVERANCE PLAN FOR EXECUTIVES
CHANGE OF CONTROL SEVERANCE PLAN FOR EXECUTIVES
Pursuant to the provisions of Section 4.5(a) thereof, the Noble Energy, Inc. Change of Control
Severance Plan for Executives (the Plan) is hereby amended in the following respect only:
Section 2.4 of the Plan is hereby amended by restatement in its entirety to read as follows:
2.4 Parachute Payment Limitation. Any provision of the Plan to the contrary
notwithstanding, if a Covered Employee is a disqualified individual (as defined in Section 280G
of the Code), and the severance benefits provided in Section 2.1, together with any other
payments which the Covered Employee has the right to receive, would constitute a parachute
payment (as defined in Section 280G of the Code), the severance benefits provided hereunder that
constitute a parachute payment and are exempt from the requirements of Section 409A of the Code
shall be either (a) reduced (but not below zero) so that the aggregate present value of such
payments received by the Covered Employee from the Employer will be one dollar ($1.00) less than
three times the Covered Employees base amount (as defined in Section 280G of the Code) and so
that no portion of such payments received by the Covered Employee shall be subject to the excise
tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net
after-tax result for the Covered Employee (taking into account any applicable excise tax under
Section 4999 of the Code and any applicable income tax). The determinations as to the benefit to
be reduced and the amount of reduction shall be made by the Employer in good faith, and such
determinations shall be conclusive and binding on the Covered Employee. If a reduced payment is
made and through error or otherwise that payment, when aggregated with other payments from the
Employer (or its affiliates) used in determining if a parachute payment exists, exceeds one
dollar ($1.00) less than three (3) times the Covered Employees base amount, the Covered Employee
shall immediately repay such excess to the Employer upon notification that an overpayment has
been made.
Subject to the provisions of Section 4.5(a)(1) of the Plan, this Amendment shall be effective
as of February 1, 2011, for each Employer participating in the Plan.
IN WITNESS WHEREOF, this Amendment has been executed on this _____ day of January, 2011.
NOBLE ENERGY, INC. |
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By: | /s/ Charles D. Davidson | |||
Charles D. Davidson | ||||
Chairman and Chief Executive Officer |