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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): October 24, 2006
NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-07964
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73-0785597 |
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(State or other jurisdiction of
incorporation or organization)
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Commission
File Number
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(I.R.S. Employer
Identification No.) |
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100 Glenborough, Suite 100
Houston, Texas
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77067 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (281) 872-3100
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
Executive
Change of Control Plan
On October 24, 2006, the Board of Directors of Noble Energy, Inc. (the Company) approved and
adopted the Noble Energy, Inc. Change of Control Severance Plan for Executives (the Change of
Control Plan) effective as of that date. Executive officers and certain key employees of the
Company are now covered by the Change of Control Plan, provided that they are not already party to
pre-existing change of control agreements with the Company. Certain executive officers (including
all of the named executive officers) of the Company, however, are parties to individual change of
control agreements and therefore may not participate in the Change of Control Plan at this time.
The pre-existing change of control agreements with our named executive officers are described in
the Companys 2006 annual proxy statement filed with the U.S. Securities and Exchange Commission on
March 23, 2006.
The new Change of Control Plan includes provisions regarding the severance package that an
executive officer of the Company may be entitled to if he or she is terminated within two years
after a change of control of the Company. A change of control will be deemed to have occurred if
any of the following conditions occur:
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individuals who constituted the Board of Directors on October 24, 2006 (the Incumbent
Board) cease to constitute at least 51% of the Board, provided that any person whose
election was approved by a vote of at least a majority of the directors of the Incumbent
Board will be considered a member of the Incumbent Board; or |
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the stockholders of the Company approve a reorganization, merger or consolidation
whereby the persons who were stockholders immediately prior to the reorganization, merger
or consolidation do not immediately thereafter own at least 51% of the voting shares of the
new entity; or |
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the stockholders of the Company approve a liquidation or dissolution of the Company or a
sale of all or substantially all of the Companys assets to a non-related party; or |
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a new person or entity becomes the owner of at least 25% of the outstanding common stock
or voting power in the Company. |
If the Company terminates the executive officer for cause or the executive officers
termination of employment occurs by reason of disability or death, no benefit is payable to or with
respect to such executive under the Change of Control Plan. A termination for cause may only be
made by the affirmative vote of a majority of the members of the Board of Directors.
If the Company terminates the executive officer for any other reason within two years after a
change of control of the Company, then the Company will pay or provide the following to that
individual:
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all unpaid salary and unreimbursed expenses; |
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an amount equal to the executives annual cash compensation (made up of annual salary |
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and bonus), multiplied by a factor ranging from 2.0 to 2.99, depending upon the executives
level; |
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an amount equal to the executives pro-rata target bonus for the then-current year; |
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medical, dental, vision and life insurance benefits for periods ranging from 24 months
to 36 months, depending upon the executives level, subject to the payment of premiums by
the executive and the termination of benefits upon becoming eligible for similar benefits
from a subsequent employer; and |
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reimbursement for reasonable fees up to $15,000 for out-placement employment services. |
The Change of Control Plan also provides for a tax gross-up payment to the executive that will
fully offset the effect of (i) any excise tax imposed by Section 4999 of the Internal Revenue Code
upon the benefits payable under the Change of Control Plan (or under any other Company plan,
arrangement or agreement), and (ii) any federal, state or local income tax or additional Section
4999 excise tax that is attributable to the tax gross-up payment.
Amendment
to Deferred Compensation Plan
On October 24, 2006, the Board of Directors of the Company also approved amending the Noble Energy, Inc. Deferred Compensation Plan dated
August 1, 2006, to provide that any profit sharing contribution otherwise allocable to an eligible employee hired after April 30, 2006,
that cannot be credited to such employees account under the Noble Energy, Inc. Thrift and Profit Sharing Plan because of the Internal
Revenue Codes maximum annual addition or maximum annual compensation limitation will be credited to such employees account under the
Deferred Compensation Plan.
Item 1.02. Termination of a Material Definitive Agreement.
On October 24, 2006, in connection with the adoption of the Change of
Control Plan described in Item 1.01 above (and the adoption of a new
Noble Energy, Inc. Change of Control Severance Plan covering eligible
non-executive employees), the Board of Directors terminated the Noble
Affiliates, Inc. Change of Control Severance Plan that was adopted by
the Board on October 23, 2001.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits. The following exhibit is furnished as part of this current Report on
Form 8-K: |
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10.1 |
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Noble Energy, Inc. Change of Control Severance Plan for
Executives. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
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NOBLE ENERGY, INC.
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Date: October 30, 2006 |
By: |
/s/ Arnold J. Johnson
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Arnold J. Johnson |
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Vice President, General Counsel & Secretary |
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INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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10.1
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Noble Energy, Inc. Change of Control Severance Plan for Executives. |