Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On February 6, 2020, Scott W. Marks retired from his position as Senior Vice President, Engineering of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the "Company").

In connection with his separation, Mr. Marks executed a general release agreement on February 10, 2020 (the "Agreement"), pursuant to which he released claims he may have against the Company or its affiliates relating to his employment with the Company or any of its affiliates as of the date of the Agreement, including, without limitation, claims of age discrimination. In exchange for such general release, provided that the release is not revoked by Mr. Marks within seven days, the Company will pay Mr. Marks (i) $286,666.67, which is equal to eight months of his regular base salary and subject to withholdings and payroll deductions required by law, (ii) $451,000, less withholdings and payroll deductions required by law, in lieu of a short term incentive plan bonus payment for 2019, which he would otherwise not be eligible to receive given his separation date, (iii) $28,000, less withholdings and payroll deductions required by law, in lieu of the vested portion of a time-vested restricted stock award, which he would otherwise not be eligible to receive given his separation date, and (iv) if Mr. Marks elects to continue his group health insurance coverage under COBRA, COBRA premiums for six months beginning March 1, 2020. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, Mr. Marks will receive $275,000, less withholdings and payroll deductions, in connection with his time-vested cash award (retention) program.

Other than the amounts described above, Mr. Marks will not be entitled to any other compensation, payments or benefits from the Company or affiliates in connection with his retirement.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

 EXHIBIT
 NUMBER           DESCRIPTION

   10.1             General Release Agreement, dated February 10, 2020, by Scott W.
                  Marks

   104            Cover Page Interactive Data File - the cover page XBRL tags are
                  embedded within the Inline XBRL document.

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