Delaware | 001-07964 | 73-0785597 | ||
(State or other jurisdiction of incorporation or organization) |
Commission File Number |
(I.R.S. Employer Identification No.) |
100 Glenborough, Suite 100 | ||
Houston, Texas | 77067 | |
(Address of principal executive offices) | (Zip Code) |
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)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| Mr. Tong will receive a severance payment of $1,114,688, which will be comprised of: (i) twelve months of base salary totaling $445,000, (ii) a prorated bonus of $194,688 for 2009, and (iii) a lump sum of $475,000 as additional cash consideration for benefits lost due to termination of employment prior to early retirement eligibility; | ||
| Mr. Tong will receive a payment of $51,347 for six weeks of paid vacation; | ||
| The terms of Mr. Tongs agreements covering restricted stock awarded to him on February 1, 2007 and 2008 will be amended to provide for partial vesting of restricted shares of Company common stock held thereunder by Mr. Tong, as follows: 5,850 shares of restricted stock awarded February 1, 2007 and 2,142 shares of restricted stock awarded February 1, 2008 will vest on August 1, 2009; | ||
| Mr. Tongs departure is treated as a retirement under the Companys 1992 Stock Option and Restricted Stock Plan, which provides for an exercise period ending five years after August 1, 2009 for stock options that have vested as of August 1, 2009, unless the terms of such stock options expire on or before that date by their own terms; and | ||
| The Company will provide medical, dental and vision insurance benefits to Mr. Tong and his eligible dependents for a period of 36 months after August 1, 2009 (i.e., until August 1, 2012) or such shorter period until he obtains substantially equivalent coverage from a subsequent employer. |
(d) | Exhibits. The following exhibit is furnished as part of this report on Form 8-K: |
99.1 | Press release dated June 22, 2009. |
NOBLE ENERGY, INC. |
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Date: June 24, 2009 | By: | /s/ Arnold J. Johnson | ||
Arnold J. Johnson | ||||
Senior Vice President, General Counsel & Secretary | ||||
Exhibit No. | Description | |
99.1
|
Press release dated June 22, 2009. |