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EXHIBIT 10.11
NOBLE DRILLING CORPORATION
SHORT TERM INCENTIVE PLAN
Revised: April 2000*
SECTION 1. PURPOSE
The success of Noble Drilling Corporation (Noble Drilling) and its
subsidiaries (collectively, unless the context otherwise requires, the Company)
is a result of the efforts of all employees. In order to focus each employee's
attention on available opportunities to increase revenues, control costs and
seek out profitable ventures, the Company maintains this Short Term Incentive
Plan (the "Plan") to reward employees for successful achievement of specific
goals.
An effective incentive plan should both align employee interests with
those of stockholders and motivate and influence employee behavior. Each
position within the Company has the ability to make a positive contribution to
key factors that increase stockholder value. These factors can be quantified and
measured through achievement of various financial and operational targets, such
as net income, return on capital employed, cash flow from operations, EVA(R)1,
safety and personnel turnover. The objectives of using such targets in the
formulation of the specific Company goals are to link an employee's annual
incentive award more closely to the creation of stockholder wealth and to
promote a culture of high performance and ownership by employees.
SECTION 2. PARTICIPATION AND ELIGIBILITY
Full-time employees in salary classifications 18N and higher who have
completed one year of service at the close of the Plan year are eligible for
consideration of a bonus under the Plan, subject to the discretion of the
Compensation Committee (the "Committee") of the Board of Directors (the "Board")
of Noble Drilling. Each such employee will be considered either a "corporate
employee" or a "division employee" for purposes of adjustment of such employee's
target bonus pursuant to Section 6. Full-time, non-exempt employees not in such
salary
* Established in 1977
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(1) EVA(R) , which stands for economic value added, is a registered trademark of
Stern Stewart & Co.
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classifications who have completed one year of service at the close of the Plan
year are also eligible for consideration of a bonus under the Plan, subject to
the discretion of the Committee. The Plan year shall be the calendar year.
To be eligible to receive a bonus payment with respect to a Plan year,
the person must be on the employee roster on the last day of such Plan year and
must continue to be employed through the date on which bonus payments for such
Plan year are made. The bonus for an employee with less than two years of
service will be prorated based upon the number of full months employed, unless
another manner of adjustment is determined by the Committee in its discretion.
In order to align the interests of the participants under the Plan with
stockholders, participants in pay grades 28 and higher ("Scheduled
Participants") will receive one-half of their bonus amount in Noble Drilling
Corporation common stock ("Common Stock"), until the specified ownership targets
are satisfied. Scheduled Participants may elect to receive up to 100 percent of
their bonus amount in Common Stock. So long as a Scheduled Participant satisfies
and maintains the ownership target applicable to such Scheduled Participant
under the Plan, such Scheduled Participant may elect to receive up to 100
percent of his or her bonus amount in cash.
The total bonus paid for a Plan year shall not be greater than the
aggregate bonus accruals for all participating offices and divisions for such
Plan year. If the accrual amount for a specific participating office or division
for a Plan year is greater than the bonus amount under the Plan for such office
or division, the excess accrual balance will not be distributed. If the accrual
amount for a specific participating office or division for a Plan year is less
than the bonus amount under the Plan, only the accrual balance will be
distributed.
SECTION 3. ADMINISTRATIVE PROCEDURES
During the fourth quarter of each year, the Company will commence
preparation of budgets and forecasts for the succeeding Plan year. The Board
will approve the budget for the Plan year not later than March 31st of such Plan
year.
Goals for a Plan year for each of the categories in Section 5 will be
approved by the Committee not later than the annual meeting of the Board held
immediately following the annual meeting of stockholders in such Plan year. The
specific goals established for the Plan year will be set forth in an Annex I to
this Plan for such Plan year, and the Annex I hereto for each Plan year shall be
incorporated into and made a part of this Plan for such Plan year.
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If, after the establishment of goals for a Plan year, the budget
changes substantially due to subsequent events, then the Chief Executive Officer
of Noble Drilling (the "CEO") shall, at his discretion, recommend and submit
revised goals to the Committee for its approval. Any such revised goals shall be
applicable to the Plan year from and after the time of their approval by the
Committee.
SECTION 4. TARGET BONUS
A target bonus is determinable for each full-time employee in salary
classification 18N or higher who has completed one year of service at the close
of a Plan year. The target bonus for an employee is an amount equal to the
employee's salary at the end of the Plan year multiplied times the target bonus
percentage assigned to such employee's salary classification. Target bonus
percentages range from 10 percent to 75 percent based on salary classification,
as follows:
<TABLE>
<CAPTION>
Salary Classification Target Bonus Percentage
--------------------- -----------------------
<S> <C>
18N 5%
19N 10%
20N through 22N 15%
23N 20%
24N through 25N 25%
26N through 27N 30%
28N through 32N 35%
30C through 32C 45%
33C through 36C 55%
37C 75%
</TABLE>
SECTION 5. GOAL CATEGORIES AND WEIGHTINGS
Goals for the following categories will be approved by the Committee
for each Plan year. Such goals will then be set forth in the Annex I to this
Plan for such Plan year. The relative weighting assigned to each goal will be as
set forth below subject to annual review by the Committee.
CORPORATE GOALS
<TABLE>
<CAPTION>
Assigned Weight
---------------
<S> <C>
1. Net income 50%
2. Cash flow from operations 50%
</TABLE>
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DIVISION GOALS
A. Gulf Coast Marine (including Mexico), Middle East (Qatar and India),
Venezuela, West Africa, North Sea and Brazil
<TABLE>
<CAPTION>
Assigned Weight
---------------
<S> <C>
1. Safety results 50%
2. Personnel turnover 20%
3. Cash flow from operations 15%
4. Net income 15%
</TABLE>
<TABLE>
<CAPTION>
Assigned Weight
---------------
<S> <C>
B. Hibernia and Triton Assigned Weight
1. Safety Results 50%
2. Net Income 50%
</TABLE>
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SECTION 6. ADJUSTMENT OF TARGET BONUS
The respective employee target bonuses determined pursuant to Section 4
for a Plan year are subject to adjustment as set forth in this Section to
reflect the levels of achievement of the specific, predetermined goals for such
Plan year.
Corporate Employee. The target bonus for a corporate employee will be
adjusted to reflect the combined weighted percentage of achievement of
the corporate goals as set forth in Section 5.
Division Employee. In order to promote cooperation among the divisions
and recognition by each division of its contribution to the Company's
overall performance, the target bonus for a division employee will be
weighted 50 percent for achievement of the applicable division goals
and 50 percent for achievement of the corporate goals. The target bonus
for a division employee will therefore be adjusted to reflect the
combined weighted percentage of achievement of (i) the division goals
applicable to such division employee as set forth in Section 5 (50
percent) and (ii) the corporate goals as set forth in Section 5 (50
percent). Accordingly, the bonuses payable to division employees are
dependent upon the levels of achievement of both division and corporate
goals.
Subject to the determination by the Board of a sufficient bonus pool
for a Plan year pursuant to Section 7, the bonus payable to an eligible employee
in salary classification 18N or higher will be an amount equal to such
employee's target bonus amount multiplied times the applicable multiplier
determined under the following schedule:
<TABLE>
<CAPTION>
Combined Weighted Applicable Multiplier
Percentage of Goal Achievement to Calculate Bonus Payable
------------------------------ --------------------------
<S> <C>
Greater than 160% 2.00
141 - 160% 1.75
131 - 140% 1.50
121 - 130% 1.40
106 - 120% 1.20
96 - 105% 1.00
76 - 95% .75
66 - 75% .25
Below 65% .00
</TABLE>
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Schedule A to Annex I to this Plan for each Plan year sets forth an
example bonus calculation pursuant to the terms of this Plan.
SECTION 7. ALLOCATION OF BONUS PAYABLE
After the end of each Plan year, the Board, in its best business
judgment, will determine the total bonus pool for such Plan year, giving due
consideration to the aggregate target bonus amounts, overall Company
performance, and levels of attainment of the specific, predetermined corporate
or division goals for such Plan year. In determining overall Company
performance, the Board will consider the Company's performance in relation to
both the predetermined corporate and division goals and the prevailing market
conditions in the industry during the Plan year.
The total bonus pool authorized by the Board for a Plan year may be an
amount equal to, less than, or greater than the aggregate amount of the bonuses
payable to all eligible employees in salary classifications 18N through 37C (the
"Aggregate Calculated Pool").
Subject to the last sentence of the next succeeding paragraph, all
eligible employees in salary classifications 18N through 37C will receive a
bonus as calculated in accordance with Section 6, provided the Board has
determined and authorized a total bonus pool in an amount equal to or greater
than the Aggregate Calculated Pool. If the Board authorizes a total bonus pool
in an amount less than the Aggregate Calculated Pool, then the Board shall also
determine the percentage of such bonus pool (which may be any percentage up to
100 percent) that shall be allocated to the eligible employees in salary
classifications 18N through 37C, and the bonuses otherwise payable to such
employees, subject to the last sentence of the next succeeding paragraph, will
be prorated accordingly based on the amount so allocated. In such event, the
percentage of the total bonus pool not so allocated, if any, shall be available
for payment to the eligible full-time, non-exempt employees not in salary
classifications 18N through 37C based upon merit. If the Board authorizes a
total bonus pool in an amount greater than the Aggregate Calculated Pool, then
the excess amount will be allocated to eligible full-time, non-exempt employees
not in salary classifications 18N through 37C, subject to the discretion of the
Committee. Managers having responsibility for recommending the allocation of
bonuses to eligible full-time, non-exempt employees not in salary
classifications 18N through 37C shall submit their recommended bonus listing for
such employees to the CEO for review and approval.
All bonus calculations, allocations and recommendations are subject to
review and approval by the Committee. Notwithstanding anything otherwise
contained in this Plan, the Committee and the CEO (and any delegated designee of
the CEO) shall have the authority to adjust individual bonus amounts as deemed
to be appropriate for any reason.
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