Noble Corporation plc Summary of Director Compensation
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EX-10.11 2 ne1011fy2017q1.htm EXHIBIT 10.11 Exhibit
EXHIBIT 10.11
Noble Corporation plc
Summary of Director Compensation
Annual Retainer. Noble Corporation plc, a company organized under the laws of England and Wales, (the “Company”) pays each of its non-employee directors an annual retainer of $50,000. Under the Noble Corporation plc 2017 Director Omnibus Plan (the “Director Plan”), non-employee directors may elect to receive up to all of the retainer in shares. The number of shares to be issued under the plan in any particular quarter is generally determined using the average of the reported high and low price of the shares on the NYSE on the date of the applicable quarterly Board meeting.
Board Meeting Fees. In addition, the Company pays its non-employee directors a Board and committee meeting fee of $2,000. The Company also reimburses directors for travel, lodging and related expenses they may incur in attending Board and committee meetings, and related activities in connection with the duties as director.
Committee Fees. The chair of the audit committee and the compensation committee receives an annual retainer of $20,000, and the chair of each other standing Board committee receives an annual retainer of $10,000. The lead director also receives an annual fee of $22,500.
Equity Compensation. Under the Director Plan, each annually-determined award of a variable number of 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. The compensation committee has adopted a policy that all awards made to directors under the Director Plan will include a one-year vesting period. In addition, each award will be evidenced by a written agreement that includes such terms and conditions not inconsistent with the terms and conditions of the Director Plan as the Board considers appropriate in each case.