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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2005
NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-07964
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73-0785597 |
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(State or other jurisdiction of
incorporation or organization)
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Commission
File Number
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(I.R.S. Employer
Identification No.) |
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100 Glenborough, Suite 100 |
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Houston, Texas
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77067 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (281) 872-3100
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On July 25, 2005, the Compensation, Benefits and Stock Option Committee of the Board of
Directors of Noble Energy, Inc. (the Company) approved amendments to three Nonqualified Stock
Option Agreements between William A. Poillion, Jr. and the Company, originally dated February 1,
2003, February 1, 2004, and February 1, 2005, respectively. The amendments are effective as of July
27, 2005, and provide that the options scheduled to vest under such agreements on February 1, 2006
(i) will vest on that date regardless of whether Mr. Poillion continues to be employed by the
Company through such date and (ii) will only be exercisable on that date. Otherwise, the material
terms of Mr. Poillions Nonqualified Stock Option Agreements are the same as those contained in the
form of Nonqualified Stock Option Agreement filed as Exhibit 10.1 to the Companys Current Report
on Form 8-K filed with the Securities and Exchange Commission on February 7, 2005.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are furnished as part of this current Report on
Form 8-K:
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10.1 |
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Amendment to 2003 Stock Option and Restricted Stock Plan
Agreement by and between Noble Energy, Inc. and William A. Poillion, Jr. |
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10.2 |
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Amendment to 2004 Stock Option and Restricted Stock Plan
Agreement by and between Noble Energy, Inc. and William A. Poillion, Jr. |
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10.3 |
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Amendment to 2005 Stock Option and Restricted Stock Plan
Agreement by and between Noble Energy, Inc. and William A. Poillion, Jr. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this current Report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: July 29, 2005
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By:
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/s/ Arnold J. Johnson |
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Arnold J. Johnson |
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Vice President, General Counsel & Secretary |
INDEX TO EXHIBITS
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Item |
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Exhibit |
10.1
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Amendment to 2003 Stock Option and Restricted Stock Plan Agreement by and between Noble
Energy, Inc. and William A. Poillion, Jr. |
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10.2
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Amendment to 2004 Stock Option and Restricted Stock Plan Agreement by and between Noble
Energy, Inc. and William A. Poillion, Jr. |
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10.3
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Amendment to 2005 Stock Option and Restricted Stock Plan Agreement by and between Noble
Energy, Inc. and William A. Poillion, Jr. |