SIGNING BONUS AGREEMENT
This SIGNING BONUS AGREEMENT (this Agreement), dated (the Hire Date), is entered into by and between Noble Drilling Services Inc., a Delaware corporation, on behalf of itself and its affiliates (the Company) and Stephen M. Butz (Executive and, together with the Company, the Parties).
WHEREAS, in connection with Executives employment as Executive Vice President and Chief Financial Officer of the Company, the Company intends to pay Executive a one-time cash signing bonus which shall be subject to a repayment clawback;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company and Executive hereby agree as follows:
| ||1. || |
Signing Bonus. The Company agrees to pay Executive a one-time cash signing bonus of $1,100,000.00 (one million, one hundred thousand dollars) (the Bonus), subject to all required taxes and withholdings, to be paid on the regularly scheduled payroll date of January 15, 2020, subject to the repayment provisions set forth in Section 2 of this Agreement.
| ||2. || |
Repayment of Bonus. Executive agrees to repay the Bonus to the Company in accordance with the following terms and conditions:
| ||a) || |
If, prior to the first anniversary of Executives Hire Date, Executive terminates his employment with the Company without Good Reason or Executives employment is terminated by the Company for Cause (as such terms are defined in that certain Employment Agreement, dated , between Executive and the Company (the Employment Agreement)), then Executive shall repay 100% of the Bonus to the Company;
| ||b) || |
If, at any time on or after the first anniversary of Executives Hire Date, but prior to the second anniversary of Executives Hire Date, Executive terminates his employment with the Company without Good Reason or Executives employment is terminated by the Company for Cause (as such terms are defined in the Employment Agreement), then Executive shall repay 50% of the Bonus to the Company;
| ||c) || |
Any repayment required pursuant to Sections 2(a) or 2(b) of this Agreement will be paid by Executive to the Company within ten days of the termination of Executives employment with the Company, it being understood that repayment instructions will be provided to Executive promptly following such termination of employment.
| ||3. || |
Consent to Offset. Executive agrees that any repayment due to the Company under this Agreement may be deducted, to the extent permitted by law (and to the extent any such deduction is exempt from, or compliant with, Section 409A of the Internal Revenue Code of 1986, as amended), from any amounts due to Executive from the Company or its affiliates at the time of employment termination, including wages, accrued vacation pay, incentive compensation payments, bonuses and commissions, and Executive hereby expressly authorizes such deduction(s). Executive understands and agrees that, if such deductions are not sufficient to repay the full amount owed, Executive will still remain obligated to repay the balance to the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and Executive has executed this Agreement, to be effective for all purposes as of the date set forth above.
|NOBLE DRILLING SERVICES INC.|
|Name: Stephen M. Butz|