Common use of Positions and Duties Clause in Contracts

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (ai) During the Employment TermPeriod, the Company agrees to employ the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect agrees to serve as an employee of the Company and as an employee of one or any affiliated company at any more of its subsidiaries. The Executive shall perform such duties and responsibilities, in such capacity and with such authority, for the Company (or one or more of its subsidiaries) as the Company may designate from time during to time. Such duties shall be of a type for which the 120-day period immediately preceding Executive is suited by background, experience and training, in the Effective DateCompany’s reasonable discretion. (bii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s his full time, skill professional attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, Company and in furtherance of to perform the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except hereunder. During the Employment Period it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (iA) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (ivC) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest and are consistent with the business of the Company or an affiliated companyCompany’s policies. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s 's position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s 's full time, skill and attention, and the Executive’s 's reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble Noble-Cayman (the “Noble "Noble-Cayman Board”"), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Noble-Cayman Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s 's employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s 's employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Noble-Cayman and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s 's business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (ai) During the Employment TermPeriod, (A) the Executive’s position (including statusposition, offices, titles duties and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or held, exercised by or and assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date.Date (it being understood that changes in reporting relationships or offices shall not necessarily constitute a material change in position, duties or responsibilities) and (B) the Executive’s services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location; and (bii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesCompany and, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretohereunder, except to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (iA) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (ivC) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companyAgreement. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of the activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period Affiliate immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesAffiliates, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company Affiliate in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companyAffiliate. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies Affiliates prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesAffiliates. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on for the business of the Company and its affiliated companies Affiliates to an the extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies Affiliates in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble Noble-Switzerland (the “Noble Noble-Switzerland Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Noble-Switzerland Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Noble-Switzerland and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s Executive shall serve in the position provided on Exhibit A and report to the board of directors of Company and the Noble-Cayman Board (including status, offices, titles defined below) and reporting requirements), shall have the duties, functions, responsibilities and authority shall attendant with such position and such other duties, functions, responsibilities and authority that may be at least assigned by the Board and the Noble-Cayman Board from time to time commensurate in all material respects with the most significant of those held or exercised by or assigned to Executive’s position with the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective DateCompany. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval (not to be unreasonably withheld) of the Board of Directors of Noble Noble-Cayman (the “Noble Noble-Cayman Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Noble-Cayman Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companycompany and will not breach any of the Executive’s obligations hereunder. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiescompanies and will not require prior approval, provided the Executive has made the Company aware of such activities prior to the Effective Date. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Noble-Cayman and is less than 50 fifty (50) miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective DateDate (excluding any reduction in travel on account of the COVID-19 pandemic) and further subject to any limitations or restrictions as a result of the COVID-19 pandemic on travel to Executive’s principal place of performance or other business travel. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be the Executive Vice President and General Counsel of the Company, or such other position of equivalent seniority as may be determined by the Company’s Board of Managers (the “Board”); provided, however, that at least commensurate in all material respects times the Executive shall report directly to the Chief Executive Officer of the Company. The Executive’s responsibilities shall be carried out with the most significant of those held or exercised by or assigned to the Executive in respect advice and counsel of the Company or any affiliated company at any time during Board, and the 120-day period immediately preceding Chief Executive Officer of the Effective DateCompany. (b) During the Employment Term, the Executive shall devote the Executive’s his full time, skill business time and attention, and the Executive’s reasonable best efforts, during normal business hours attention to the business and affairs of the CompanyCompany and its affiliated companies (as defined below), and in furtherance of shall utilize the business and affairs of its affiliated companies, to the extent necessary Executive’s best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretoExecutive, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disabilityillness; provided, however, that the Executive may (i) serve on non-profit industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, lectures and fulfill speaking engagements or teach at educational institutions, and (iviii) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement andAgreement; provided, in the case of the however, that such activities described in clause (ii) of this proviso, will not, in the good faith reasonable judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed thatAs used in this Agreement, to the extent that any such activities have been conducted by the Executive during the term “affiliated company,” “affiliated companies” or “affiliate” shall include any entity or person controlled by, controlling, or under common control with the Company; provided, however, that such term shall not include any entity that is affiliated with the Company solely because such entity is controlled by any of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesBuyers. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and in consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the ExecutiveEmployee’s position (including status, offices, titles and reporting requirements), dutiesauthority, functions, duties and responsibilities and authority shall be at least remain commensurate in all material respects with the most significant of those held or held, exercised by or and assigned to the Executive in respect as of the Company Effective Date and the Employee’s services shall be performed at Employer’s current location or any affiliated company only at any time during the 120-day period immediately preceding the Effective Date. other main office or location of Company within thirty (b30) miles from such location. During the Employment Term, and excluding any periods of vacation and sick leave to which the Executive shall Employee is entitled, the Employee agrees to devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, during normal business hours time to the business and affairs of the Company, and in furtherance of to discharge the business and affairs of its affiliated companies, responsibilities assigned to the extent necessary Employee hereunder and to discharge perform faithfully and efficiently such responsibilities. Further, the Employee shall serve, when elected, as a director of the Company, as a director or officer of any subsidiary of the Company, as a member of any committee of any such Board of Directors to which he may be appointed, and the Employee shall perform such other duties and responsibilities delegated and assigned commensurate with his office, as the Board of Directors may from time to time assign. During the Executive herein or pursuant hereto, except Term it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due the Employee to illness or other disability; provided, however, that the Executive may (i) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, lectures and fulfill speaking engagements or teach at educational institutions, and (iviii) manage the Executive’s personal investments, investments for so long as such activities do not significantly materially interfere with the performance and fulfillment of the ExecutiveEmployee’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement; provided that such civic services, volunteer work or lectures shall not interfere with Employee’s duties to the Company, as set forth in this Agreement, and that Employee shall maintain his or her obligations of confidentiality as set forth in this Agreement andat all times during any such civic services, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual volunteer work or potential conflict of interest with the business of the Company or an affiliated companyspeaking engagements. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies Employee prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the ExecutiveEmployee’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble Noble-London (the “Noble Noble-London Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Noble-London Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Noble-London and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (ai) During the Employment TermPeriod, (A) the Executive’s position (including status's position, offices, titles duties and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or held, exercised by or and assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date.Date (it being understood that changes in reporting relationships or offices shall not necessarily constitute a material change in position, duties or responsibilities) and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location; and (bii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesCompany and, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretohereunder, except to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (iA) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (ivC) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companyAgreement. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of the activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority 's positions shall be at least commensurate in all material respects Chairman and Chief Executive Officer of the Company. The Executive's responsibilities shall be carried out with the most significant advice and counsel of those held or exercised by or assigned the Company's Board of Managers (the "Board") and shall include, but shall not be limited to the Executive in respect following: (i) formulating and executing the Company's business strategy; (ii) providing senior level counsel as to the business and operations of the Company or any affiliated company at any time during Company; (iii) directing the 120day-to-day period immediately preceding management of the Effective DateCompany's affairs; (iv) representing the Company in relationships and business dealings within the financial services industry; and (v) participating in and supporting the activities of the Board. The Executive shall be a member of the Board and report directly to the Board. (b) During the Employment Term, the Executive shall devote the Executive’s his full time, skill business time and attention, and the Executive’s reasonable best efforts, during normal business hours attention to the business and affairs of the CompanyCompany and its affiliated companies (as defined below), and in furtherance of shall utilize the business and affairs of its affiliated companies, to the extent necessary Executive's best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretoExecutive, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disabilityillness; provided, however, that the Executive may (i) serve on non-profit industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate up to two (2) boards or committeescommittees of for-profit entities, (iii) deliver lectures, lectures and fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, such activities will not, in the good faith reasonable judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood hereby acknowledged and agreed that, to during the extent that any such activities have been conducted by Employment Term, the Executive during may serve on the board of directors or equivalent supervisory board of the Asset Management Entities (as defined in the Purchase Agreement), but may not otherwise participate in or manage the affairs or business of such entities. As used in this Agreement, the term "affiliated company" or "affiliate" shall include any entity or person controlled by, controlling, or under common control with the Company; provided, however, that such term shall not include any entity that is affiliated with the Company solely because such entity is controlled by any of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesBuyers. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and in consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority positions shall be at least commensurate in all material respects Chief Executive Officer and Secretary of the Company. The Executive’s responsibilities shall be carried out with the most significant advice and counsel of those held or exercised by or assigned the Company’s board of Directors (the “Board”) and shall include directing the day-to-day management of the Company’s affairs. The Executive shall be a member of the Board and report directly to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective DateBoard. (b) During the Employment Term, the Executive shall devote also serve as the Company’s interim Chief Financial Officer until such time as the Company hires a Chief Financial Officer. The Executive’s full time, skill responsibilities shall be carried out with the advice and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs counsel of the Company, ’s Board and in furtherance shall include directing the day-to-day management of the business and affairs of its affiliated companiesCompany’s financial affairs. (c) During the Employment Term, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary shall devote his full business time and customary periods of vacation and absence due attention to illness or other disabilitydischarging his duties hereunder; provided, however, that the Executive may (i) serve on industrythe board of or as an advisor to other for profit or non-related, civic or charitable boards or committeesprofit entities, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, lectures and fulfill speaking engagements or teach at educational institutions, and (iviii) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (iii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted will be conditioned upon consent by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective DateBoard. (d) Executive shall at all times comply with, and be subject to, such reasonable policies, procedures, rules and regulations as the Employer may establish and in effect from time to time, (collectively, the “Policies”). (e) As used in this Agreement, the term “affiliated company” or “affiliate” shall include any entity or person controlled by, controlling, or under common control with the Company. All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and in consideration for the compensation provided for herein.

Positions and Duties. (a) During Following a Change in Control Date, the Employment TermExecutive shall continue to serve in the Executive's then current capacity, subject to the reasonable directions of the Board. The Executive shall thereafter devote the Executive's full working time and attention to such business and affairs of the Company and/or any subsidiary of the Company as directed by the Board, as may be compatible with the Executive's titles and positions. In addition, the Executive’s 's position (including status, offices, titles and reporting requirements), dutiesauthority, functions, duties and responsibilities and authority shall be at least commensurate in all material respects with the most significant of those assigned to, or held or and exercised by or assigned to by, the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective a Change in Control Date. (b) During Following a Change in Control Date and thereafter throughout the Employment TermTerm of this Agreement (but excluding any periods of vacation and sick leave to which the Executive is entitled), the Executive shall devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, Company and in furtherance of shall use the business and affairs of its affiliated companies, Executive's reasonable best efforts to the extent necessary to discharge perform faithfully and efficiently the duties and such responsibilities delegated and as are assigned to the Executive herein under or pursuant heretoin accordance with this Agreement; provided that, except it shall not be a violation of this paragraph for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (i) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”)deliver lectures or fulfill speaking engagements, serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in or violate the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential Company's conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar policy as in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed effect immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s 's position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects Chairman of the Board. As such, the Executive's responsibilities will include, but not be limited to (i) establishing and directing corporate strategies with the most significant of those held or exercised by or assigned to the Executive in respect advice and counsel of the Chief Executive Officer and the Board of Directors, (ii) being involved with the overall management of the Company's business, including, without limitation, operations, finance and administration, by providing senior level counsel and direction, (iii) along with the Chief Executive Officer, where appropriate, representing the Company or any affiliated company at any time during in relationships and business dealings with the 120-day period immediately preceding oil and gas industry and the Effective Dateinvestment banking community, and (iv) managing the activities of the Board of Directors in keeping with the Company's status as a publicly held corporation. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill reasonable time and attention, and the Executive’s reasonable best efforts, attention during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiescompanies (as defined below), to the extent necessary and shall utilize Executive's reasonable best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed thatAs used in this Agreement, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company "AFFILIATED COMPANY" shall include any company controlled by, controlling, or its affiliated companies prior to the Effective Date consistent under common control with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s 's employment hereunder, the Executive shall be primarily based at the location where the Executive was regularly employed immediately prior to the Effective Date Company's existing headquarters located in Dallas, Texas or any office which is the headquarters of the Company or Noble and is less than 50 10 miles from such location, subject, however, to required normal and customary travel on the business of the Company. It is expressly understood and agreed that the Executive will maintain a secondary office at his home in Colorado form which his duties and responsibilities may be conducted on behalf of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations primarily during the three-year period immediately preceding summer months and from time to time during the Effective Datecalendar year. The Company agrees to furnish such office equipment and supplies as the Executive may reasonably require and to pay all expenses attributable to the Company's business associated therewith. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (ai) During the Employment TermPeriod, (A) the Executive’s 's position (including status, offices, titles and reporting requirements), dutiesauthority, functions, duties and responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or held, exercised by or and assigned to the Executive in respect of the Company or any affiliated company at any time during the 12090-day period immediately preceding the Effective DateDate and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 50 miles from such location. (bii) During the Employment TermPeriod, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall agrees to devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, and in furtherance of Company and/or the business and affairs of its affiliated companiesSubsidiary and, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant heretohereunder, except to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to (iA) serve on industry-relatedcorporate, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiB) deliver lectures, fulfill speaking engagements or teach at educational institutions, institutions and (ivC) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities as an employee of to the Company or an affiliated company and the Subsidiary in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companyAgreement. It is expressly understood and agreed that, that to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b)Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities to the Company and its affiliated companiesor the Subsidiary. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) a During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) . b During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble Paragon Offshore (the “Noble Paragon Offshore Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Paragon Offshore Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) . c In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Paragon Offshore and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) . d All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a1) During the Employment Term, the Executive’s 's position (including status, offices, titles titles, and reporting requirements), duties, functions, responsibilities responsibilities, and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any and its affiliated company companies at any time during the 120-day period immediately preceding the Effective Date. (b2) During the Employment Term, the Executive shall devote the Executive’s 's full time, skill skill, and attention, attention and the Executive’s 's reasonable best efforts, efforts during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s 's employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities to the Company and its affiliated companiesCompany. (c3) In connection with the Executive’s 's employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s 's business travel obligations during the three-year period immediately preceding the Effective Date. (d4) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During Throughout the Employment TermPeriod, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority Executive shall be at least commensurate the Associate General Counsel and a Senior Vice President of Unified. The Executive shall render legal and administrative services to Unified as are customarily performed by persons situated in all material respects with similar executive legal positions including, among other things, retention and oversight of inside and outside legal counsel for Unified and the most significant other members of those held the Unified Group, and may have such other powers or exercised authority as may from time to time be prescribed by the Board or assigned any other executive officer of Unified or any other member of the Unified Group (collectively, "Positions and Duties"). The Executive shall report to the Executive in respect General Counsel of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective DateUnified. (b) During Throughout the Employment TermPeriod (but excluding any periods of vacation and sick leave to which he is entitled), the Executive shall devote the Executive’s full time, skill reasonable attention and attention, and the Executive’s reasonable best efforts, time during normal business hours to the business and affairs of the Company, Unified and in furtherance of the business and affairs of its affiliated companies, shall use his reasonable best efforts to the extent necessary to discharge perform faithfully and efficiently the duties and such responsibilities delegated and as are assigned to him under or in accordance with this Agreement; provided that, it shall not be a violation of this paragraph for the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may to: (i) serve on industry-relatedcorporate, civic or charitable boards or committees, ; (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards deliver lectures or committees, fulfill speaking engagements; (iii) deliver lectures, fulfill speaking engagements manage personal investments for the Executive's own account or teach at educational institutions, and those of family members; or (iv) manage render legal services in an "of counsel" or similar role to or for the Executive’s personal investmentsbenefit of Persons who are not members of the Unified Group, so long as such activities described in clauses (i) through (iv) do not significantly materially interfere with the performance and fulfillment of the Executive’s duties and 's responsibilities as an employee a senior executive officer of the Company or an affiliated company Unified in accordance with this Agreement and, in the case Agreement. The parties agree that an "of the activities described in clause (ii) of this proviso, counsel" or similar relationship will not, in the good faith judgment of the Noble Board, constitute an actual be beneficial to Unified and will not conflict with Executive's Positions or potential Duties and will not present a conflict of interest with the business of the Company to Executive or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesUnified. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the ExecutiveExecutive shall serve in the position of Vice President of Investor Relations of the Company reporting to the Company’s position (including status, offices, titles Chief Executive Officer and reporting requirements), shall have such duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Datesuch position. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesAffiliates, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Company’s Board of Directors of Noble (the “Noble Board”), ) serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company Affiliate in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated companyAffiliate. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies Affiliates prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesAffiliates. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such locationCompany, subject, however, to required travel on for the business of investor relations activities for the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective DateCompany. (d) All services that the Executive may render to the Company or any of its affiliated companies Affiliates in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, 1.1 The Company hereby appoints the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant as of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full timedefined below, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business position of Ormat Technologies and affairs Ormat Systems Chief Executive Officer (the “Position”), which shall include all of the duties, authorities and responsibilities customarily exercised by an individual serving as the CEO of companies of the size and nature of the Company. The Executive shall report to the Board. 1.2 In addition, and in furtherance Executive may be required to serve as a director or officer of another company which is part of the business company group (i.e. subsidiaries and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval affiliates of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iiiCompany) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, Executive shall have the authority, functions, duties and responsibilities, as from time to time may be stipulated by the Board and as otherwise required by applicable law; Executive shall not receive any additional compensation for serving in such additional positions or for fulfilling such other duties other than those amounts expressly set forth herein. The parties hereto warrant and confirm that the Executive’s employment in the Position shall commence on July 1, 2020 (the “Effective Date”). The provisions of this Agreement shall apply to the parties as of the Effective Date. For avoidance of any doubt it is hereby clarified that the Executive’s employment has commenced on April 2, 2013 and is continued continuously according to this Agreement; accordingly, Executive’s seniority shall be calculated as of April 2, 2013. 1.3 The Executive represents that he has the requisite skills and knowledge to perform his duties, responsibilities and obligations under this Agreement. 1.4 In the event that the Executive discovers that he or to the best of his knowledge, a member of his immediate family, has, or might have at some point in the future, any direct or indirect personal interest in any of the Company's business, or a conflict of interest with his employment duties and functions, the Executive shall be based immediately inform the Board upon such discovery. 1.5 The Executive shall not receive any payment and/or benefit from any third party, directly or indirectly, in connection with his employment. 1.6 The Executive hereby undertakes to comply with all Company disciplinary regulations, work rules, policies, procedures and objectives, as in effect from time to time, including without limitation, the Company’s Code of Business Conduct and Ethics, Code of Ethics for Senior Executives, Anti Bribery and Anti-Corruption Policy, Prevention of Sexual Harassment Rules and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (the “Rules”). 1.7 The Executive shall perform his duties hereunder at Ormat Systems premises in Yavne. The Executive acknowledges and agrees that the location where the Executive was regularly employed immediately prior to the Effective Date or any office which performance of his duties hereunder may require significant domestic and international travel. 1.8 This Agreement is the headquarters of the Company or Noble specific and is less than 50 miles from such location, subject, however, to required travel on the business of the Company personal and its affiliated companies to an extent substantially consistent with exclusively determines the Executive’s business travel obligations during terms of employment and replaces the three-year period immediately preceding First Employment Agreement as of the Effective Date. , other than with respect to: (da) All services that the Executive may render provisions relating to the Company or any applicability of its affiliated companies in any capacity during Section 14 of the Employment Term shall be deemed Severance Pay Law, 5723-1963; and (b) Appendix B - which will continue to be services required by this Agreement and consideration for the compensation provided for hereinin effect.

Positions and Duties. (a) During While employed hereunder, Fran▇▇ ▇▇▇ll serve as a director, Chairman and CEO of Holdings and shall have and may exercise all of the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), dutiespowers, functions, duties and responsibilities normally attributable to such positions, including (without limitation) such duties and authority shall be at least commensurate responsibilities as are set forth with respect to such positions in all material respects with the most significant certificate of those held or exercised by or assigned incorporation and bylaws (as from time to the Executive time in respect effect) of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective DateHoldings. (b) While employed hereunder, Fran▇▇ ▇▇▇ll serve as Chairman of AWA and shall have and may exercise all of the powers, functions, duties and responsibilities normally attributable to such position, including (without limitation) such duties and responsibilities as are set forth with respect to such position in the certificate of incorporation and bylaws (as from time to time in effect) of AWA. (c) While employed hereunder, Fran▇▇ ▇▇▇ll serve as Chairman of Leisure and shall have and may exercise all of the powers, functions, duties and responsibilities normally attributable to such position, including (without limitation) such duties and responsibilities as are set forth with respect to such position in the certificate of incorporation and bylaws (as from time to time in effect) of Leisure. (d) Fran▇▇ ▇▇▇ll have such additional duties and responsibilities commensurate with the positions referred to above as from time to time may be reasonably assigned to him by the Board. (e) While employed hereunder, Fran▇▇ ▇▇▇ll report directly and exclusively to the Board and shall observe and comply with all lawful policies, directions and instructions of the Board which are consistent with paragraphs (a), (b) and (c) above. (f) During the Employment TermPeriod, (i) the President of Holdings, the Executive President and CEO of AWA, and the President and CEO of Leisure shall report directly to Fran▇▇, (▇i) the chief operating officer, the chief financial officer, the chief legal officer and the chief public affairs officer of Holdings shall, unless otherwise directed by the Board, report directly to Fran▇▇, ▇▇d (iii) the chief financial officer, the chief corporate affairs officer, the chief legal officer and the chief public affairs officer of AWA shall, unless other directed by Fran▇▇ ▇▇ the Board, report jointly to Fran▇▇ ▇▇d the CEO of AWA. (g) Employers agree to use their reasonable best efforts to cause Fran▇▇ ▇▇ be elected or appointed, or re-elected or re-appointed, as director of each Employer at all times during the Employment Period. (h) While employed hereunder, Fran▇▇ ▇▇▇ees to devote the Executive’s full a reasonable portion (which need not constitute a substantial portion) of his business time, attention, skill and attention, and the Executive’s reasonable best efforts, during normal business hours efforts to the business faithful and affairs efficient performance of the Companyhis duties hereunder as Chairman and CEO of Holdings, as Chairman of AWA and in furtherance as Chairman of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disabilityLeisure; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company Fran▇▇ ▇▇▇ engage in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.the

Positions and Duties. (a) During the Employment Term, the Executive’s Executive shall serve in the position (including status, offices, titles of President and reporting requirements), Chief Executive Officer of the Company and shall have such duties, functions, responsibilities and authority commensurate with such position. The Executive shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned report directly to the Executive in respect Company’s Board of Directors (the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date“Board”). (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours efforts to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiesAffiliates, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company Affiliate in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesAffiliate. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such locationin Houston, Texas, subject, however, to required travel on for the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective DateAffiliates. (d) All services that the Executive may render to the Company or any of its affiliated companies Affiliates in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During While employed hereunder, P▇▇▇▇▇ shall serve as Chairman and CEO of Group and shall have and may exercise all of the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), dutiespowers, functions, duties and responsibilities normally attributable to such positions, including such powers, duties and authority shall be at least commensurate responsibilities as are set forth with respect to such positions in all material respects with the most significant certificate of those held or exercised by or assigned incorporation and bylaws (as from time to the Executive time in respect effect) of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective DateGroup. (b) While employed hereunder, P▇▇▇▇▇ shall serve as Chairman and CEO of Airways and shall have and may exercise all of the powers, functions, duties and responsibilities normally attributable to such position, including such powers, duties and responsibilities as are set forth with respect to such position in the certificate of incorporation and bylaws (as from time to time in effect) of Airways. (c) P▇▇▇▇▇ shall have such additional duties and responsibilities commensurate with the positions referred to above as from time to time may be reasonably assigned to him by the Board. (d) While employed hereunder, P▇▇▇▇▇ shall report directly and exclusively to the Board and shall observe and comply with all lawful policies, directions and instructions of the Board that are consistent with paragraphs (a), (b) and (c) above. P▇▇▇▇▇ acknowledges and agrees that the obligation to respond to inquiries and requests made by duly appointed committees of the Board is within the scope of his responsibilities as Chairman and CEO. (e) During the Employment TermPeriod, the Executive president, the chief operating officer, the chief financial officer, the chief legal officer, the chief marketing officer, the chief public affairs officer of each of Airways and Group, respectively, and such other officers as the Board and P▇▇▇▇▇ shall mutually agree, shall report directly to P▇▇▇▇▇ or to such other executive officer as P▇▇▇▇▇ may designate. (f) The Employers agree to use their best efforts to cause P▇▇▇▇▇ to be elected or appointed, or re-elected or re-appointed, as Chairman of each Employer at all times during the Employment Period. (g) While employed hereunder, P▇▇▇▇▇ agrees to devote the Executive’s full substantially all of his business time, attention, skill and attention, and the Executive’s reasonable best efforts, during normal business hours efforts to the business faithful and affairs efficient performance of the Company, his duties hereunder as Chairman and in furtherance CEO of the business Group and affairs as Chairman and CEO of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disabilityAirways; provided, however, that P▇▇▇▇▇ may engage in the Executive may following activities so long as they do not interfere in any material respect with the performance of P▇▇▇▇▇’▇ duties and responsibilities hereunder: (i) serve on industry-relatedcorporate boards or committees with respect to which the Board shall have given its prior approval, which approval shall not be unreasonably withheld, (ii) serve on civic or charitable boards or committees, (iiiii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards engage in community affairs or committeescharitable endeavors, (iiiiv) manage his personal finances, investments and other matters, and (v) deliver lectures, fulfill speaking engagements or teach on a part-time basis at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s 's position (including status, offices, titles titles, and reporting requirements), duties, functions, responsibilities responsibilities, and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any and its affiliated company companies at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s 's full time, skill skill, and attention, attention and the Executive’s 's reasonable best efforts, efforts during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s 's employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with the Executive’s 's employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s 's business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects with the most significant of those held or exercised by or assigned to the Executive in respect of the Company or any affiliated company at any time during the 120-day period immediately preceding the Effective Date. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill and attention, and the Executive’s reasonable best efforts, during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companies, to the extent necessary to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-industry- related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble Noble-London (the “Noble Noble-London Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (iv) manage the Executive’s personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Noble-London Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company or its affiliated companies prior to the Effective Date consistent with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companies. (c) In connection with the Executive’s employment hereunder, the Executive shall be based at the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the headquarters of the Company or Noble Noble-London and is less than 50 miles from such location, subject, however, to required travel on the business of the Company and its affiliated companies to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective Date. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.

Positions and Duties. (a) During the Employment Term, the Executive’s 's position (including status, offices, titles and reporting requirements), duties, functions, responsibilities and authority shall be at least commensurate in all material respects Chief Executive Officer and President. The Executive's responsibilities shall be carried out jointly with the most significant Chairman of those held or exercised by or assigned the Board and with the advice and counsel of the Board of Directors and shall include, but shall not be limited to assisting the Chairman of the Board with the following: (i) establishing corporate strategies having particular responsibility for finance and the formulation and execution of the Company's merger and acquisition strategy; (ii) providing senior level counsel to the Executive in respect business and operations of the Company; (iii) being involved with the day-to-day management of the Company's affairs; (iv) representing the Company or any affiliated company in relationships and business dealings with the oil and gas industry and the investment banking community where appropriate; and (v) participating in and supporting the activities of the Board of Directors in keeping with the Company's status as a publicly held corporation. The Executive shall report directly to the Board of Directors jointly with the Chairman of the Board of Directors but the Board of Directors may, in its sole and absolute discretion at any time during the 120-day period immediately preceding prior to the Effective DateDate (as defined in Paragraph 10(a) hereof), direct the Executive to thenceforth report directly to the Chairman of the Board and not to the Board of Directors. Notwithstanding anything herein to the contrary the Board of Directors may, at any time, require the Executive to relinquish the title of President in favor of the person then holding the position of Chief Operating Officer of the Company, or being hired for such position, provided that such person did not hold such position as of the date of this Agreement. (b) During the Employment Term, the Executive shall devote the Executive’s full time, skill reasonable time and attention, and the Executive’s reasonable best efforts, attention during normal business hours to the business and affairs of the Company, and in furtherance of the business and affairs of its affiliated companiescompanies (as defined below), to the extent necessary and shall utilize Executive's reasonable best efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to the Executive herein or pursuant hereto, except for usual, ordinary ordinary, and customary periods of vacation and absence due to illness or other disability; provided, however, that the Executive may (i) serve on industry-related, civic or charitable boards or committees, (ii) with the approval of the Board of Directors of Noble (the “Noble Board”), serve on corporate boards or committees, (iii) deliver lectures, fulfill speaking engagements engagements, or teach at educational institutions, and (iv) manage the Executive’s 's personal investments, so long as such activities do not significantly interfere with the performance and fulfillment of the Executive’s 's duties and responsibilities as an employee of the Company or an affiliated company in accordance with this Agreement and, in the case of the activities described in clause (ii) of this proviso, will not, in the good faith judgment of the Noble Board, constitute an actual or potential conflict of interest with the business of the Company or an affiliated company. It is expressly understood and agreed thatAs used in this Agreement, to the extent that any such activities have been conducted by the Executive during the term of the Executive’s employment by the Company "AFFILIATED COMPANY" shall include any company controlled by, controlling, or its affiliated companies prior to the Effective Date consistent under common control with the provisions of this Paragraph 3(b), the continued conduct of such activities (or of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance and fulfillment of the Executive’s duties and responsibilities to the Company and its affiliated companiesCompany. (c) In connection with The Executive will maintain an office and his full time residence in Ottawa, Canada from which his regular duties and responsibilities may be conducted from time to time on behalf of the Executive’s employment hereunder, the Company. The Executive shall be based at spend a reasonable amount of time in the location where the Executive was regularly employed immediately prior to the Effective Date or any office which is the Dallas headquarters of the Company or Noble as appropriate. Notwithstanding the foregoing, the Board may, upon 90 days notice, require the Executive to move his residence to the Dallas area and thenceforth to carry out his regular, full-time duties from the Company's Dallas headquarters. For greater certainty, it is less than 50 miles from such location, subject, however, to required travel on the business of acknowledged and agreed that the Company and its affiliated companies will not pay or be responsible for the Ottawa office expenses following the time at which the Executive moves to an extent substantially consistent with the Executive’s business travel obligations during the three-year period immediately preceding the Effective DateDallas or is terminated. (d) All services that the Executive may render to the Company or any of its affiliated companies in any capacity during the Employment Term shall be deemed to be services required by this Agreement and consideration for the compensation provided for herein.