Exhibit 10(b)
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 22nd day of November, 1995, by and
between Amoco Corporation, a corporation organized under the laws
of Indiana, with its principal place of business at 000 Xxxx
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx (hereinafter, together with its
successors and assigns, including any assignee of its rights and
obligations under this Agreement, as described in Section 5.2
herein, referred to as the "Company") and Xxxxxxx X. Xxxx of 000
Xxxx Xxxxxxxx Xxxxx, Xxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
(hereinafter referred to as "Executive"; the Company and
Executive hereinafter referred to collectively as the "Parties").
Recitals:
A. The Company is an integrated petroleum and chemical
business operating throughout the world and is engaged in oil and
gas exploration and production, petroleum products refining and
marketing and the manufacture and marketing of specialty chemical
products.
B. The Company desires to secure the services of Executive
as Executive Vice President--Chemicals Sector and Executive
desires to perform such services for the Company, on the terms
and conditions set forth herein.
NOW THEREFORE, in exchange for the mutual covenants and
commitments contained herein, the Parties hereto agree as
follows:
Part One: TERMS AND CONDITIONS OF EMPLOYMENT
1.1 Employment. The Company hereby employs and engages the
services of the Executive in the position set forth in Section
1.3 of this Agreement for the Term of Employment defined in
Section 1.2(a) herein. Executive agrees to serve the Company in
such position for the Term of Employment.
1.2 Definitions.
(a) Term of Employment. The Term of Employment is the five
(5) year period commencing on October 1, 1995, and ending at the
close of business on September 30, 2000, unless sooner terminated
pursuant to the terms of this Agreement.
(b) Cause. "Cause" for termination of the Executive shall
mean willful misconduct, gross negligence, gross dereliction of
duty, gross incompetence in the performance of Executive's duties
hereunder, or engaging in any conduct which constitutes a felony.
(c) Good Reason. "Good Reason" means (i) the assignment to
the Executive of any duties inconsistent with the Executive's
position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as
contemplated by Section 1.3 of this Agreement, or any other
action by the Employer which results in a significant diminution
in such position, authority, duties or responsibilities, other
than any assignment or action which is remedied by the Employer
promptly after receipt of written notice thereof given by the
Executive, (ii) any failure by the Employer to comply in any
material respect with any of the provisions of Part Two of this
Agreement other than any failure which is remedied by the
Employer promptly after receipt of written notice thereof given
by the Executive, or (iii) the failure of the Company to obtain
the assumption in writing of its obligation to perform this
Agreement by any successor to all or substantially all of the
assets of the Company, or of all or substantially all of the
assets of Amoco Chemical Company ("ACC") if Amoco has previously
assigned its rights under this Agreement to ACC, within fifteen
(15) days after a sale, consolidation, or similar transaction.
(d) Total Disability shall have the same meaning as Total
Disability in the Company's Long-Term Disability Plan.
(e) Base Salary. "Base Salary" refers to the actual
annualized bi-weekly base salary paid to Executive in any pay
period during the Term of Employment.
(f) Annual Bonus. "Annual Bonus" refers to the actual
annual cash bonus paid to Executive under the terms and
conditions of Section 2.2 herein.
(g) Stock. "Stock" refers to the common stock of the
Company.
(h) Annual Performance Year. "Annual Performance Year"
refers to the twelve (12) month period of employment upon which
annual bonus payments are based, which shall consist of the
twelve-month calendar year, unless such period is changed by the
Company for all employees at Executive's level.
(i) Thirty (30) Year U. S. Treasury Rate. "Thirty (30)
Year U. S. Treasury Rate" is the yield on the benchmark 30 year
Treasury bond as reported daily in the Wall Street Journal.
1.3 Position and Duties. During the Term of Employment,
Executive shall be employed by the Company as Executive Vice
President--Chemicals Sector, reporting initially to the Chairman
and Chief Executive Officer (hereinafter the "Chairman");
however, the Parties agree and understand that Executive's exact
title, reporting relationship and place in the Company's
organizational structure may be changed pursuant to any plan of
reorganization or restructuring approved from time to time by the
Human Resources Committee (hereinafter "HRC") of the Company or
its successor committee, the Compensation and Organization
Committee (hereinafter "C&OC") of the Board of Directors
(hereinafter the "Board"), or the Board, so long as Executive's
position and duties remain substantially equivalent to the
position and duties of Executive Vice President--Chemicals Sector
or Executive consents to the assumption of the new position and
duties.
(a) Executive's authority and responsibilities and the type
of work Executive is asked to perform shall be of the type
usually and customarily performed by such an executive at the
Company, and may include such duties and responsibilities not
inconsistent therewith as are assigned from time to time by the
Chairman or the President, as applicable. Executive agrees to
use his best efforts to perform faithfully and efficiently such
responsibilities.
(b) Executive agrees to devote his full efforts and time
during normal business hours to the business and affairs of the
Company; however, it shall not be a violation of this Agreement
for Executive to (i) serve on a reasonable number of corporate,
civic or charitable boards or committees, subject to the usual
and customary approval process by the Chairman of the Board or
applicable Board Committee, (ii) deliver lectures or fulfill
speaking engagements, and (iii) manage personal investments, so
long as such activities do not interfere with the performance of
Executive's responsibilities as an employee of the Company in
accordance with this Agreement.
1.4 Relocation: Executive shall be reimbursed for all moving
and relocation expenses in accordance with the terms and
conditions of the Amoco Relocation Policy applicable to
Experienced Hires. If Executive is required to relocate
thereafter, his moving expenses shall be reimbursed in accordance
with such policy of the Company as is in effect at the time.
1.5 Representations. The Executive represents that there is no
agreement between him and any other person, firm or organization
that would be in conflict with or violated by the performance of
his duties and responsibilities under this Agreement.
1.6 Post-Agreement Employment Status. At the end of the Term of
Employment, the employment of Executive shall be "at will" and
subject to all of the terms and conditions of employment
applicable to similarly-situated executives of the Company,
except that the provisions of Section 2.5 herein shall remain
applicable if Executive's employment with the Company continues
following the Term of Employment.
Part Two: COMPENSATION AND EMPLOYEE BENEFITS
2.1 Base Salary. During the Term of Employment, Executive shall
receive a base salary of no less than $550,000 (the Minimum
Guaranteed Annualized Base Salary ("MGA Base Salary"), to be
payable on a bi-weekly basis, or such other basis as may be
generally applicable from time to time to other executive
employees of the Company. During the Term of Employment,
Executive's Base Salary shall be reviewed and may be adjusted
from time to time in accordance with the Company's salary review
procedures applicable to other key executives of the Company, but
in no event shall Executive's Base Salary be less than the MGA
Base Salary during the Term of Employment.
2.2 Annual Bonus.
(a) During the Term of Employment, Executive shall receive,
in addition to Base Salary, an annual cash bonus in the amount
specified below, to be payable (i) in accordance with the
Company's cash bonus payment policies and procedures in effect
from time to time under Section 7 of the 1991 Incentive Program
of Amoco Corporation and Its Participating Subsidiaries (IP), or
any other bonus plan maintained by the Company for key executives
of the Company, as it may be duly amended from time to time, and
(ii) at the same time as such bonus is payable to other eligible
executives.
(b) Executive shall receive an Annual Bonus applicable to
the 1995 Annual Performance Year equal to the greater of (i)
Eighty-Two Thousand Five Hundred Dollars ($82,500),
(ii) one-fourth of the amount of any bonus payable to Executive
under the IP attributable to the 1995 performance year, or (iii)
one-fourth of the full 1995 bonus payment that his former
employer, Dow Chemical Company (hereinafter "Dow"), would have
paid to him had he remained with Dow for the full year. For
purposes of calculating the amount under (iii), Executive agrees
that he will provide the Company with a written record of the
bonus actually paid to him by Dow attributable to three-quarters
of the 1995 performance year and that the amount of (iii) shall
be equal to one-third of such Dow bonus payment.
(c) During each of the first three (3) full Annual
Performance years of the Term of Employment, Executive shall be
eligible to receive an Annual Bonus payment under Section 7 of
the IP or any other plan maintained by the Company for key
executives of the Company during the Term of Employment; however,
Executive will receive a Minimum Guaranteed Annual Bonus payment
(the "MGA Bonus") equal to sixty (60) per cent of Executive's
year-end Base Salary for the applicable performance year. For
purposes of this Subsection 2.2(c), it is agreed and understood
that the Annual Bonus includes both of the components referred to
as the Individual Variable Component (IVC) and the Variable
Incentive Plan (VIP) Component of the bonuses provided for in
Section 7 of the IP.
d) For the remainder of the Term of Employment, Executive
shall be eligible to receive an Annual Bonus in accordance with
the terms and conditions of Section 7 of the IP or any other
bonus plan maintained by the Company for key executives of the
Company.
2.3 Long-Term Incentive Compensation.
(a) Participation in Plans. Executive shall be entitled to
participate in any long-term incentive compensation plan of the
Company applicable to key executives of the Company during the
Term of Employment, including, but not limited to, Section 6 of
the IP, as it may be duly amended from time to time, and any
other employee stock option plans, plans based on Company or
individual performance and the like, as the Company may adopt,
during the Term of Employment.
(b) Restricted Stock Grant. As soon as practicable after
commencement of Executive's employment, the Company shall grant
Executive Thirty-Five Thousand (35,000) restricted shares of
Stock, such grant to be in the form and subject to the terms and
conditions of the grant agreement attached to this Agreement as
Exhibit A.
(c) Initial Stock Option Grant. As soon as practicable
after commencement of the Executive's employment, the Company
shall grant the Executive a 10-year option to purchase Fifty
thousand (50,000) shares of Stock, such grant to be subject to
the terms and conditions of the grant agreement attached to this
Agreement as Exhibit B.
(d) Periodic Stock Option Grants.
(i) Executive shall be eligible for stock option
grants in accordance with the terms and conditions of the IP, as
it may be duly amended from time to time, and/or such other stock
option or long-term incentive plans as may be in effect for key
executives of the Company.
(ii) During the first three (3) years of the Term of
Employment, such grants shall be in an amount equal to the
greater of (i) Fifty Thousand (50,000) shares of Stock (the
"Guaranteed Minimum Stock Option Grant") or (ii) the number of
shares which would otherwise be granted to Executive under the IP
or other applicable stock option plan. Such grants shall be
subject to the terms and conditions of the grant agreement
attached to this Agreement as Exhibit B, and such grants shall be
made at the same time as grants are made to other key executives
of the Company; provided that, the Guaranteed Minimum Stock
Option Grant provisions will apply to no fewer and no more than
three (3) grants during the Term of Employment, regardless of the
time when such grants are made. In the event that the Company
discontinues granting stock options or replaces its practice of
granting periodic stock options in whole or in part with an
alternative form of long-term incentive compensation, the Company
agrees to provide Executive with a long-term incentive of
equivalent value to the Guaranteed Minimum Stock Option Grant
during the first three (3) years of the Term of Employment. For
purposes of this Subsection 2.3(d), Equivalent Value shall be
defined as compensation, the value of which equals or exceeds one-
third of the market value of 50,000 shares of Stock at the close
of business on March 31 (or the next preceding business day if
March 31 is a weekend day or holiday) of the year following the
applicable Annual Performance Year.
(iii) At the end of the first three (3) years of the
Term of Employment, Executive shall be eligible to receive stock
option grants or other long-term incentive grants during the Term
of Employment solely in accordance with the plans, policies and
procedures then in effect for other key executives of the
Company.
2.4 Employee Savings and Amoco Performance Share Plans.
Executive shall be entitled to participate during the Term of
Employment in the Amoco Employee Savings Plan and/or applicable
restoration plans ("Employee Savings Plan"), the Amoco
Performance Share Plan ("APSP") and/or applicable restoration
plans and all similar plans and programs applicable to other
similarly-situated employees of the Company during the Term of
Employment, in accordance with all terms and conditions of such
plans.
2.5 Guaranteed Minimum Retirement Benefit.
(a) Executive shall be eligible to receive a pension
benefit (hereinafter referred to as the "Pension Benefit") to be
determined in accordance with the terms of the Employee
Retirement Plan of Amoco Corporation and Its Participating
Companies (the "Employee Retirement Plan") and/or applicable
restoration defined benefit retirement plans, as they may be duly
amended from time to time.
(b) Subject to the terms and conditions set forth in
Section 2.5 of this Agreement, the Company agrees to provide
Executive with a Guaranteed Minimum Retirement Benefit ("GMRB").
The GMRB shall be equal to the lump sum equivalent of Incremental
Pension Benefit ("IPB" as defined below) which Executive will
forego from Dow as a consequence of retiring early, less the lump
sum equivalent value of the Pension Benefit, if any, earned
during Executive's employment with the Company as of the date of
his termination from employment with the Company.
(i) In calculating the lump sum equivalent of the
Pension Benefit, the Company shall use as assumptions the Thirty
(30) Year U. S. Treasury Rate as of the date of Executive's
termination from employment with the Company, or next previous
business day, and the 1983 Group Annuity Mortality Table, or if
the Pension Benefit is paid in a lump sum, the Company shall use
the actual amount paid.
(ii) The IPB shall be determined as follows: a
deferred age 65 life annuity will be calculated, which represents
the difference between (1) the projected normal retirement
annuity benefit which the Executive would have earned under the
applicable program or programs of Dow had he remained employed by
Dow until age 65, assuming a fifteen percent (15%) growth in
earnings in 1996 and an annual growth in earnings of five percent
(5%) thereafter, to the earlier of age 60 or the date he becomes
Totally Disabled, and (2) the earned normal retirement annuity
benefit upon his actual retirement from the applicable program or
programs of Dow. This deferred age 65 annuity shall be commuted
to a present value lump sum equivalent as of the date of
Executive's termination from employment with the Company, using
the Thirty (30) Year U.S. Treasury Rate as of the date of
Executive's termination from employment with the Company, or next
previous business day, and the 1983 Group Annuity Mortality
Table.
(c) If Executive's employment is terminated under Sections
3.1 or 3.4 of this Agreement, the GMRB will not apply and
Executive will only be entitled to receive a Pension Benefit
under Subsection 2.5(a).
(d) If Executive dies during his employment with the
Company, the Company shall pay a Supplemental Survivor Pension
Benefit ("SSPB"), to be calculated and paid as follows:
(i) A projected annuity shall be calculated which is
equal to the difference between (A) the projected annuity
Executive would have received from Dow had he remained employed
at Dow until the date of his death, and (B) the earned normal
retirement annuity benefit upon his actual retirement from the
applicable program or programs of Dow. This annuity shall be
commuted to a present value lump sum equivalent as of the
Executive's date of death, using the thirty (30) year U.S.
Treasury interest rate and the 1983 Group Annuity Mortality
Table.
(ii) Executive's surviving spouse, if any, will be
entitled to receive an SSPB payment equal to fifty percent (50%)
of the amount put forth on Subsection 2.5(d)(i), or if there is
no surviving spouse, the Executive's estate shall receive an SSPB
payment equal to twenty-five percent (25%) of the amount set
forth in Subsection 2.5(d)(i); such payments to be payable as of
the date of Executive's death in accordance with the applicable
provisions of Section 2.5.
(e) The payment, if any, due to Executive under Subsection
2.5(b) shall be payable to Executive as follows:
(i) Such payment shall be due to Executive upon the
occurrence of the earlier of (A) his retirement under the
Company's Employee Retirement Plan at age 65, (B) his termination
from the Company during the Term of Employment under Section 3.2
or 3.3 of this Agreement, or (C) the date of his termination from
the Company for any reason after the expiration of the Term of
Employment.
(ii) Such payment shall be paid in a lump sum, out of
the Company's general assets and not funded in any manner,
included in the Executive's gross income as ordinary income,
subject to all income and payroll tax withholdings required to be
made under applicable federal, state and local laws or
regulations, and not subject to any tax make-up payments.
(f) The payment, if any, due Executive's surviving spouse
under Subsection 2.5(d) shall be paid in a lump sum, paid out of
the Company's general assets and not funded in any manner, and
shall be treated as ordinary income subject to all applicable
federal, state and local taxes, and not subject to any tax make-
up payments.
2.6 Welfare Benefit Plans and Policies.
(a) During the Term of Employment, Executive and
Executive's eligible dependents, may participate in and shall
receive all benefits under welfare benefit plans and policies
provided by the Company to key executive employees of the
Company, including, but not limited to the following welfare
benefit plans and policies: Amoco Medical Plan, group life
insurance, dental, long-term disability (LTD), sickness and
disability benefits (S&DB), occupational injury or illness
(OI&I), vacation pay, Business Travel Accident Policy, and Work
Related Accidental Death Benefit, in accordance with the terms
and conditions of the applicable policies and plans. Nothing in
this Agreement shall be construed to require the Company to offer
such welfare benefit plans or policies or to prohibit the Company
from amending, modifying or discontinuing any such welfare
benefit plans or policies at any time.
(b) For purposes of calculating any welfare benefit
referred to herein, Executive's actual Base Salary and actual
Annual Bonus shall be used.
(c) For purposes of the Sickness and Disability Benefits
Plan only, Executive will be deemed to have thirty (30) years of
credited service at the outset of his employment.
2.7 Paid Time Off. In addition to paid holidays, Executive
shall be entitled to six (6)) weeks paid time off during each
calendar year and a prorata amount of paid time off for each
fraction of a calendar year during the Term of Employment. Any
vacation pay benefits payable to Executive under the terms of the
Company's vacation pay policy shall be counted for purposes of
meeting the commitment contained in this Subsection 2.7.
2.8 Fringe Benefits and Perquisites of Employment.
During the Term of Employment, Executive shall be eligible for
all fringe benefits and perquisites of employment in accordance
with the terms and conditions of the Executive Policies Manual
and such other arrangements as are in effect from time to time
for the Company's key executives. Such perquisites include, but
are not limited to, use of chauffeur operated vehicles, club
memberships, use of executive aircraft, first class air travel,
use of company lodges and other facilities, financial planning
and tax return services, entitlement to an executive secretary,
and executive physicals.
2.9 Expenses. During the Term of Employment, Executive shall be
entitled to receive prompt reimbursement for all reasonable
business expenses incurred in the performance of his employment
by the Company in accordance with the policies and procedures of
the Company as are in effect during the Term of Employment.
2.10 Payroll, Tax and Other Deductions. All payments to
Executive under Part Two of this Agreement shall, unless
otherwise specified, be subject to applicable payroll, tax and
other deductions required or permitted by law or specifically
authorized in writing by Executive, without any provision for tax
makeup payments.
Part Three: TERMINATION AND BREACH
3.1 Termination By The Company For Cause.
(a) The Company may terminate Executive's employment at any
time during the Term of Employment for "Cause", as defined in
Section 1.2(b). A termination for Cause shall not take effect
unless the Executive is given written notice of the Company's
intention to terminate him for Cause.
(b) In the event the Company terminates the Executive's
employment for Cause, Executive shall only be entitled to receive
(i) Base Salary through the date of termination, and (ii) other
benefits in accordance with the terms and conditions of the
applicable policies and plans of the Company.
(c) Except as set forth in this Section 3.1, the Company
shall have no further obligations to Executive under this
Agreement following his termination; however, nothing in this
Section 3.1 shall in any way limit the Company's right to obtain
damages or other relief under Subsections 3.7(a) and 4.6 herein
for any breach by Executive of this Agreement.
3.2 Termination by the Company for Any Reason Other than
Cause.
(a) The Company may terminate Executive's employment
hereunder for any reason upon thirty (30) days written notice to
the Executive.
(b) In the event Executive's employment is terminated under
this Subsection 3.2(a) for any reason other than Cause, the
following provisions shall apply:
(i) Executive shall be paid the MGA Base Salary for the
remainder of the Term of Employment, to be payable in quarterly
installments.
(ii) Executive shall be paid an Annual Bonus for the
remainder of the Term of Employment equal to Three Hundred Thirty
Thousand Dollars ($330,000) for each full performance year of the
Term of Employment, and equal to Two Hundred Forty-Seven Thousand
Five Hundred Dollars ($247,500) for the last nine (9) months of
the Term of Employment, to be payable annually on April 1 of each
successive year.
(iii) Executive shall be entitled to receive the GMRB
in accordance with the terms and conditions of Section 2.5
herein.
(iv) All restrictions on the restricted stock grant
under Subsection 2.4(a) will lapse on the effective date of
Executive's termination in accordance with the terms of the grant
agreement attached hereto as Exhibit A.
(v) Executive shall be entitled to exercise all
outstanding stock option grants in accordance with the terms and
conditions of the grants for the remaining terms of the grants.
(c) In the event of termination of Executive's employment
pursuant to Subsection 3.2(a), Executive shall be relieved of his
obligations under Section 4.5 herein.
(d) In the event Executive's employment is terminated under
this Section 3.2, Executive shall be under no obligation to seek
other employment and there shall be no offset against amounts due
Executive under this Agreement on account of any remuneration
attributable to any subsequent employment that he may obtain.
(e) Executive shall be entitled to receive income beginning
at the later of (i) his sixtieth (60th) birthday or (ii) the
effective date of his termination from employment with the
Company, and ending on his sixty-fifth (65th) birthday, at the
applicable rates of income set forth on Exhibit C hereto, as
prorated to the later of the dates in (i) and (ii) above. Such
income shall be paid within thirty (30) days of the effective
date of his termination in a lump sum which represents the
present value of the income due Executive under this Subsection
3.2(e). For purposes of computing the present value of the
income due Executive under this Subsection 3.2(e), the interest
rate assumption used shall be the Thirty (30) Year U. S. Treasury
Rate, as of the date of Executive's termination from employment
with the Company, or next previous business day.
(f) Any amounts due under Subsection 3.2(b) are in the
nature of severance payments considered to be reasonable by the
Company and are not in the nature of a penalty.
3.3 Termination by Executive for Good Reason.
(a) The Executive's employment may be terminated by the
Executive for Good Reason as defined in Subsection 1.2(c) herein.
(b) In the event the Executive's employment is terminated
under this Section 3.3, the provisions of Subsections 3.2(b)
through (e) will apply.
3.4 Voluntary Resignation by Executive.
(a) Executive may voluntarily resign his employment with
the Company at any time by giving thirty (30) days prior written
notice to the Company, and such resignation shall not be deemed a
breach of this Agreement; however, nothing in this Subsection
3.4(a) shall in any way limit the Company's right to obtain
damages or other relief under Sections 3.7(a) and 4.6 herein for
any breach by Executive of this Agreement.
(b) If Executive voluntarily resigns for other than Good
Reason, as defined in Subsection 1.2(c), the provisions of
Subsection 3.1(b) shall apply.
(c) Except as set forth in this Section 3.4, the Company
shall have no further obligations to Executive under this
Agreement after his resignation.
3.5 Termination Due to Total Disability.
(a) In the event the Executive's employment is terminated
due to his Total Disability, as defined in Subsection 1.2(d), the
following provisions shall apply:
(i) Executive shall be eligible for disability
benefits in accordance with the provisions of the LTD program, as
applicable to senior executives of the Company.
(ii) Executive shall be entitled to exercise all
outstanding and otherwise exercisable stock option grants in
accordance with the terms and conditions of paragraph 5 of the
grant agreement attached hereto as Exhibit B.
(iii) All restrictions on the restricted stock grant
referred to in Subsection 2.4(a) and attached hereto as Exhibit A
will lapse on the effective date of Executive's termination.
(iv) Executive shall be entitled to all other
applicable benefits in accordance with the terms and conditions
of the relevant policies and plans.
(b) Executive shall be entitled to any applicable payment
under Section 2.5(b), to be payable at the time of his retirement
at age 65.
3.6 Termination Due to Death.
(a) In the event that Executive's employment is terminated
due to his death:
(i) Executive's estate or his beneficiaries, as
applicable, shall be entitled to (A) Executive's Base Salary
through his date of death; and (B) a pro rata Annual Bonus
through the date of death.
(ii) all restrictions on the restricted stock grant
referred to in Subsection 2.4(a) and attached herein as Exhibit A
will lapse on the date of Executive's death.
(iii) all outstanding and otherwise exercisable stock
options must be exercised in accordance with the terms of
paragraph 5 of the grant agreement attached as Exhibit B.
(iv) Executive's beneficiary shall be entitled to an
SSPB payment, as defined in Subsection 2.5(d).
3.7 Breach.
(a) Any breach or evasion of any term of the Agreement by
either Party will authorize the other Party to seek all legal or
equitable remedies to which such other Party may be entitled
under the law, subject to the provisions of this Agreement.
(b) The failure of either Party to require the performance
of any terms or condition of this Agreement, or the waiver by
either Party of any breach of this Agreement, shall not prevent a
subsequent enforcement of any such term or any other term nor be
deemed to be a waiver of any subsequent breach. However, each
Party agrees to provide written notice of any alleged breach of
this Agreement to the other Party within a reasonable time after
such breach became known to him.
3.8 Disputes.
(a) In the case of any controversy or claim arising out of
or relating to this Agreement or an alleged breach hereof other
than the provisions of Part Four of this Agreement, the Parties
hereto agree to submit such controversy to the American
Arbitration Association in Chicago, Illinois, as soon as
practicable for a resolution by a sole arbitrator selected in
accordance with the rules of the American Arbitration
Association. Such arbitration shall be final and binding on the
Parties hereto, subject only to judicial review in accordance
with the laws of the State of Illinois.
(b) The arbitrator shall have no authority to change or
modify any provision of this Agreement.
(c) Each Party will bear 50% of the costs of the
arbitration, including fees of the arbitrator and the American
Arbitration Association, but will bear its own attorneys' fees
and costs.
(d) Pending decision by the arbitrator, the Parties to this
Agreement shall diligently proceed pursuant to the terms and
provisions hereof, including payment of all monies not in
dispute.
(e) The arbitrator shall have the authority to award
interest with respect to any monetary award from the date the
payment should have been made to the date of the arbitration
decision.
Part Four: INVENTIONS, NON-DISCLOSURE, AND NON-COMPETITION
4.1 Inventions and Discoveries. All ideas, discoveries, and
inventions (hereinafter collectively called "inventions"),
whether patentable or not, which Executive makes, originates,
conceives, or reduces to practice during his employment by the
Company and which relate to the business of the Company or to
work or investigations done for the Company, shall be the sole
and exclusive property of the Company, and Executive will
promptly and fully disclose such to the Company. In order that
the Company may protect such property, Executive will make
adequate written records of all inventions, which records shall
be the Company's property; and both during and after termination
of this employment by the Company he will, without charge to the
Company, but at its request and expense, sign all papers,
including forms of assignment, and render any other assistance
necessary for the Company to obtain, maintain, and enforce
patents thereon throughout the world.
4.2 Non-Disclosure or Personal Use of Company Information.
Executive will not use, disclose to others, or publish any
inventions, trade secrets or any confidential or proprietary
business information about the affairs of the Company, including,
but not limited to, information concerning the Company's
properties, plans, methods, engineering designs and standards,
analytical techniques, business systems, manufacturing know-how,
technical information, research, customer information, employee
information, and other information relating to the Company's
businesses, practices, management and policies, acquired by him
in the course of his employment by the Company. Executive
further agrees not to use any such information except in the
course of his employment hereunder.
4.3 Possession and Surrender of Company Information.
Executive recognizes that all records, reports, notes,
compilations or other recorded matter, and copies or
reproductions thereof, relating to operations, activities or
business, made or received by him during any period of employment
with the Company are and shall be the property of the Company
exclusively, and he will keep the same at all times in its
custody and subject to its control and will surrender the same to
the Company at the termination of his employment, if not before.
4.4 Non-Disclosure of Confidential Information from Prior
Employers. Executive will not and the Company will neither
require nor expect him to disclose to the Company, or to use at
or for the Company, any inventions, trade secrets or any
confidential or proprietary business information that he obtained
from any of his former employers which is not then publicly
available, except as expressly authorized by a former employer,
and he agrees not to use at or for the Company any such secret or
confidential information.
4.5 Non-Competition.
(a) The Executive understands and agrees that by virtue of
his employment by the Company as its Executive Vice President--
Chemicals Sector, he must and will have complete and intimate
knowledge of confidential and proprietary information about the
Company's, including its subsidiaries and affiliated companies,
current and future business policies, accounts, suppliers,
customers, technology, procedures and methods of operation all of
which the Executive agrees are confidential and the sole and
exclusive property of the Company.
(b) The Parties agree that the Company would suffer great
loss and damage if either during the Term of Employment or the
two-year period immediately following the termination of the
Executive's employment for whatever reason, the Executive were to
become employed by, provide services to, serve as a director,
consultant, advisor or in any other capacity render advice or
services to a competitor of the Company, including a competitor
of a wholly-owned subsidiary of the Company or a competitor of
any entity in which the Company holds a fifty percent or greater
interest. Accordingly, Executive agrees that he will not seek or
accept any such employment during the periods specified in the
Subsection 4.5(b).
(c) Competitor shall be defined by the Chairman acting in
his sole discretion exercising reasonable judgment as to both the
then current and future anticipated activities of the Company.
(d) The provisions and limitations of this Section 4.5
shall apply on a worldwide basis.
4.6 Specific Enforcement. Any breach or evasion of any term of
this Part Four by Executive will cause immediate and irreparable
injury to the Company and will authorize recourse by the Company
to injunction and/or specific performance, as well as to all
other legal or equitable remedies to which the Company may be
entitled under the law.
Part Five: MISCELLANEOUS
5.1 Indemnification. Executive shall be entitled to
indemnification by the Company during the Term of Employment in
accordance with the provisions of Article VIII of the By-Laws of
the Company, as it may be duly amended from time to time.
5.2 Assignability: Binding Nature.
(a) This Agreement is personal to Executive and no rights
or obligations of Executive under this Agreement may be assigned
or transferred by the Executive other than his rights to
compensation and benefits, which may be transferred only in
accordance with their terms by will or operation of law.
(b) No rights or obligations of the Company under this
Agreement may be assigned or transferred by the Company except
that such rights or obligations may be assigned or transferred
(i) to a successor entity pursuant to a merger or consolidation
in which the Company is not the continuing entity, or the sale or
liquidation of all or substantially all of the assets of the
Company, provided that the assignee or transferee assumes the
liabilities, obligations and duties of the Company, as contained
in this Agreement, either contractually or as a matter of law,
and (ii) to Amoco Chemical Company or any entity which is a
successor to all or substantially all of the assets or business
of Amoco Chemical Company, provided that the assignee or
transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or
as a matter of law. If this Agreement is assigned to ACC, ACC
may reassign this Agreement to the Company so long as ACC is a
non-publicly held affiliate of the Company.
(c) The Company agrees that in the event of a sale of
assets or liquidation as described above, it shall take whatever
action it legally can in order to cause such assignee or
transferee to expressly assume the liabilities, obligations and
duties of the Company hereunder.
(d) In the event that this Agreement is assigned or
transferred under Subsections 5.2(b) or (c) herein, all
obligations and liabilities of the Company will thereafter cease
and terminate; provided that the transferee, in writing, assumes
the full performance of all the terms and provisions hereof to be
performed by the Company following the date of such transfer or
assignment, with the same force and effect as if such transferee
originally had been a party to this Agreement, except in the case
where the assignee or transferee is declared insolvent and, after
taking all available legal steps to collect any monies owed to
him by the transferee or assignee, Executive is unable to do so.
In such case, the Company agrees that it will guarantee any of
the transferee's or assignee's obligations under Section Two of
this Agreement upon written notice and satisfactory documentation
of the assignee's or transferee's insolvency and Executive's
efforts to collect any monies owed to him under Section Two of
this Agreement
(e) This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors, heirs (in
the case of the Executive) and assigns.
5.3 Survivorship. The respective rights and obligations of the
Parties hereunder shall survive any termination of the
Executive's employment to the extent necessary to the intended
preservation of such rights and obligations.
5.4 Entire Agreement. This Agreement contains the entire
understanding and agreement between the Parties concerning the
subject matter hereof and supersedes all prior agreements,
understandings, discussions, negotiations and undertakings,
whether written or oral, between the Parties with respect
thereto.
5.5 Amendment or Waiver. No provisions in this Agreement may be
amended unless such amendment is agreed to in writing and signed
by the Executive and an authorized officer of the Company. No
waiver by either Party or any breach by the other Party of any
condition or provision contained in this Agreement to be
performed by such other Party shall be deemed a waiver of a
similar or dissimilar condition or provision at the same or any
prior or subsequent time. Any waiver must be in writing and
signed by the Executive or an authorized officer of the Company,
as the case may be.
5.6 Severability. In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable
for any reason, in whole or in part, the remaining provisions of
this Agreement shall be unaffected thereby and shall remain in
full force and effect to the fullest extent permitted by law.
5.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the substantive laws of the State of
Illinois without regard to its principles of conflicts of laws.
5.8 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given when hand delivered
to the other party or when mailed by registered or certified
mail, return receipt requested, postage prepaid, addressed as
follows:
To the Executive: Xxxxxxx X. Xxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxx 0000
Xxxxxxx, Xxxxxxxx 00000
To the Company: Amoco Corporation
Attn: Senior Vice President-
Human Resources
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
or to such other address as either Party shall have furnished to
the other in writing in accordance herewith.
5.9 Savings Clause. The invalidity or unenforceability of any
provision of this Agreement shall not affect the
5.9 Savings Clause. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity of
enforceability of any other provision of this Agreement.
5.10 Headings. The headings of the sections contained in this
Agreement are for convenience only and shall not be deemed to
control or affect the meaning or construction of any provision of
this Agreement.
5.11 Counterparts. This Agreement may be executed in two or
more counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first written above.
AMOCO CORPORATION XXXXXXX X. XXXX
By: H. Xxxxxxxx Xxxxxx _______Enrique Sosa________
H. Xxxxxxxx Xxxxxx
Chairman and CEO
Attest: Witnessed by:
Xxxxxxxx X. Brandin____ Xxxx X. Campbell___________
Xxxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxxx
Corporate Secretary Vice President
Executive Resources
Exhibit A
RESTRICTED STOCK AGREEMENT UNDER THE 1991 INCENTIVE PROGRAM OF
AMOCO CORPORATION AND ITS PARTICIPATING SUBSIDIARIES
(As approved April 23, 1991)
Restricted Stock Agreement dated October 2, 1995 (this
"Agreement") between Amoco Corporation (the "Corporation") and
Xxxxxxx X. Xxxx ("Participant").
WHEREAS, the Corporation, pursuant to the authority and
approval of its shareholders, adopted, effective April 23, 1991,
the 1991 Incentive Program of Amoco Corporation and its
Participating Subsidiaries (the "Program"); and
WHEREAS, the participant has been designated as an eligible
employee to whom restricted shares may be granted under the
Program.
NOW, THEREFORE, in consideration of services to be rendered
by the Participant to the Corporation and/or one or more of the
Participating Subsidiaries and the mutual covenants contained
herein, and other good and valuable consideration, the parties
hereto agree as follows:
1. Program. All of the terms, conditions and provisions of the
Program are incorporated herein by reference. All
capitalized terms used herein and not otherwise defined
shall have the same meanings as set forth in the Program.
2. Restricted Shares. The Participant is hereby granted, as
additional compensation for services to be rendered to the
Corporation and/or one or more of the Participating
Subsidiaries, thirty-five thousand (35,000) restricted
shares of the Corporation's common stock, subject to the
terms and conditions contained in this Agreement. These
shares are referred to in this Agreement as "Restricted
Shares" during the applicable Restriction Period (as
hereinafter defined). Certificates representing the
Restricted Shares will be held for the Participant's account
by Amoco Corporation (the "Custodian") until the end of the
Restriction Period.
3. Shareholder Status. Effective upon the date that the
Restricted Shares are registered in the Participant's name
on the records of the Corporation, the Participant will be a
holder of record of the Restricted Shares and will have all
rights of a shareholder with respect to such shares (including
the right to vote such shares at any meeting of shareholders
of the Corporation and the right to receive all dividends
paid with respect to such shares), subject only to the terms
and conditions imposed by this Agreement.
4. Effect of Changes in Capitalization. In the event of a
reorganization, recapitalization, stock split, stock
dividend, exchange of shares, combination of shares, merger,
consolidation or any other change in corporate structure of
the Corporation affecting the Corporation's shares of common
stock, an appropriate adjustment will be made in respect of
the Restricted Shares. Any new, additional or different
shares or securities issued as the result of such an
adjustment will be registered in the Participant's name on
the records of the Corporation and held by the Custodian and
will be deemed included within the term "Restricted Shares".
5. Change of Custodian. In the event of any change of
Custodian, the Corporation will notify each Participant for
whom stock certificates have been issued of the name of the
new Custodian.
6. Lapse of Restrictions.
(a) All restrictions set forth in paragraph 7 below will
lapse in their entirety on the earliest of: (1)
(1) October 2, 2000;
(2) the effective date of the Participant's
termination of employment by the Company for any
reason other than Cause, as defined in Section
8(a) below;
(3) the effective date of the Participant's
termination from employment from the Company or a
Participating Subsidiary for Good Reason, as
defined in Section 7 (b) below; or
(4) the effective date of termination of the
Participant's employment with the Corporation or
one of its Participating Subsidiaries in the event
of the Participant's death or Total Disability.
(b) As soon as practicable after the restrictions with
respect to the Restricted Shares lapse at the end of
the period set forth in Section 6(a) above (the
"Restriction Period"), the Custodian will deliver to
the Participant or the Participant's legal
representative in case of death, the certificate or
certificates for such shares free of further
restrictions. The Participant, and the Participant's
legal representative in case of death, agree to pay the
Corporation or the appropriate participating subsidiary
within two weeks of being billed therefore such amounts
as the Corporation or the appropriate Participating
Subsidiary determines it is required to withhold with
respect to the Restricted Shares or the lapse of
restrictions thereon for income tax purposes.
7. Restrictions.
(a) In the event that the Participant's employment with the
Corporation or one of its Participating Subsidiaries
terminates during the period in which the restrictions
set forth in paragraph 6 apply to the Restricted Shares
(the "Restricted Period"), due to voluntary resignation
from the Corporation and its Participating Subsidiaries
by the Participant or termination for Cause, such
Restricted Shares shall be forfeited to the Corporation
or the appropriate Participating Subsidiary.
(b) None of the Restricted Shares, nor the
Participant's interest in any of the Restricted Shares,
may be sold, assigned, transferred, pledged or
otherwise disposed of or encumbered at any time during
the Restriction Period applicable to any installment of
Restricted Shares. In the event of any such action,
such installment of Restricted Shares shall be
forfeited to the Corporation or the appropriate
Participating Subsidiary upon delivery to the
Participant of notice of forfeiture. Such forfeiture
shall be effective upon such event, and the Participant
agrees to repay to the Corporation all dividends, if
any, paid after such event with respect to the
forfeited shares.
(c) If the Participant at any time forfeits any or all
of the Restricted Shares pursuant to this Agreement,
the Participant agrees that the certificate or
certificates for such Restricted Shares will be delivered
by the Custodian to the Corporation or the appropriate
Participating Subsidiary. All of the Participant's rights
to and interest in the Restricted Shares shall terminate upon
forfeiture without payment of consideration.
(d) The Participant recognizes that under the
provisions of Section 83(b) of the Internal Revenue
Code of 1986, as amended, the Participant has the right
to elect to include in gross income, for the taxable
year in which the Restricted Shares are granted, the
fair market value of such Restricted Shares at the time
of transfer into the Participant's name (determined
without regard to any of the restrictions set forth in
this Agreement) rather than include in gross income the
future value of such Restricted Shares at such time as
the restrictions may lapse. The Participant agrees to
waive the right to make such an election, and if such
an election is made, all Restricted Shares issued in
the Participant's name shall be forfeited to the
Corporation or the appropriate Participating
Subsidiary.
(e) The Participant agrees to sign and deliver to the
Corporation an acceptance and stock power relating to
the Restricted Shares, and acknowledges and agrees that
if any or all of the Restricted Shares are forfeited
hereunder at any time during the Restriction Period,
the Corporation shall direct the Transfer Agent and
Registrar of the Corporation's common stock to make
appropriate entries upon the records showing the
cancellation of the certificate or certificates for
such Restricted Shares and to return the Restricted
Shares to the Corporation. Such acceptance and stock
power will be returned to the Participant upon the
lapse of restrictions on all installments of Restricted
Shares. Execution of the acceptance and stock power by
the Participant constitutes acceptance of the
Restricted Shares upon the terms and conditions
contained in this Agreement and acceptance of and
agreement to the terms and conditions of this
Agreement.
(f) Determination as to whether an event has occurred
resulting in the forfeiture of or lapse of restrictions
on Restricted Shares, in accordance with this
Agreement, shall be made by the Compensation and
Organization Committee according to the terms of the
1991 Program and all determinations of the Committee
shall be final and conclusive.
8. Definitions.
(a) For purposes of this Agreement, "Cause" shall mean
willful misconduct, gross negligence, gross dereliction
of duty, gross incompetence in the performance of
Participant's duties, or engaging in any conduct which
constitutes a felony.
(b) For purposes of this Agreement, "Good Reason"
shall have the same meaning as it has in any written
Employment Agreement between Amoco Corporation and the
Executive. If no such written Employment Agreement is
in effect, "Good Reason" shall mean termination by the
Participant of his employment as a consequence of (i) a
material diminution by the Corporation or applicable
Participating Subsidiary of Participant's duties,
responsibilities, authorities or compensation unless
agreed to by the Participant, or, (ii) failure of the
Corporation or appropriate Participating Subsidiary to
obtain a contractual commitment from any successor to
employ Participant in the same or equivalent capacity
and at the same or equivalent compensation and benefits
following a sale or transfer of all or substantially
all of the Corporation's assets or all or substantially
all of the assets of Amoco Chemical Company.
9. Notices.
(a) Any notice to the Corporation or a Participating
Subsidiary pursuant to any provision of the Agreement
will be deemed to have been delivered when delivered in
person or when deposited in the local mail, addressed to
X. X. Xxxxxxx, Supervisor - Executive Compensation
Administration, Amoco Corporation, 000 Xxxx Xxxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other address as
the Corporation may from time to time designate in
writing.
(b) Any notice or demand pursuant to any provision of
this Agreement will be deemed to have been delivered to
the Participant when delivered in person or when
deposited in the United States mail, addressed to the
Participant at the address given on the shareholders
records of the Corporation or such other address as the
Participant may from time to time designate in writing
in accordance with this Agreement.
IN WITNESS WHEREOF, the Corporation or a Participating
Subsidiary has caused this Agreement to be executed as of the
date first above written and Participant has caused the
acceptance and stock power to be executed on the date indicated
therein.
AMOCO CORPORATION
BY: ________________________
X. X. XXXXXX XXXXXXX X. XXXX
Exhibit B
STOCK OPTION AGREEMENT UNDER
THE 1991 INCENTIVE PROGRAM OF
AMOCO CORPORATION AND ITS PARTICIPATING SUBSIDIARIES
(As approved April 23, 1991)
Agreement dated ______________ between AMOCO CORPORATION, (the
"Corporation") and XXXXXXX X. XXXX (the "Optionee").
WHEREAS, the Corporation, pursuant to the authority and approval
of its shareholders, adopted, effective April 23, 1991, the 1991
Incentive Program of Amoco Corporation and its Participating
Subsidiaries (the "Program") for the purpose of furthering the
interests of the Corporation and its shareholders by providing
additional incentives for key, managerial, and other salaried
employees who possess valuable experience and skills and giving
such employees an interest in the Corporation parallel to that of
the shareholders so as to enhance the proprietary and personal
interest of such employees in the Corporation's continued success
and progress; and
WHEREAS, the Optionee has been designated as an eligible
employee to whom an option may be granted.
NOW, THEREFORE, in consideration of the services to be rendered
by the Optionee and the mutual covenants contained herein, and
other good and valuable consideration, the parties hereto agree
as follows:
1. Program. All of the terms, conditions and provisions of the
Program are incorporated herein by reference. All capitalized
terms used herein and not otherwise defined shall have the same
meanings as set forth in the Program.
2. Nonqualified Stock Option. The Corporation grants to the
Optionee, as a matter of separate inducement and agreement in
connection with the Optionee's employment by the Corporation or
one of its participating subsidiaries, for a period of ten years
from the date of this Agreement, options, not intended as an
incentive or statutory stock options, to purchase all or any part
of an aggregate of ______ shares of common stock of the
Corporation at a purchase price of ________ per share.
3. Exercise. Except as otherwise provided in the Program and
this Agreement, one-half of the total number of options granted
under Section 2 shall become exercisable in whole or in part
after the expiration of one year from the date of this
agreement. The remaining options granted under Section 2 shall
become exercisable in whole or in part after the expiration of
two years from the date of this Agreement. No options shall be
exercisable if exercise or delivery of shares upon exercise
would constitute a violation of any federal or state securities
or other valid regulation.
4. Employment.
(a) Except as otherwise provided in the Program or this
Agreement, an option granted under Section 2 shall be
exercisable only if the Optionee remains in the
service of the Corporation or of a participating
subsidiary continuously until the expiration of the
applicable period set forth in Section 3, at such
rate or rates of compensation as shall be determined
from time to time by the Corporation or as provided
in any employment agreement between the Optionee and
the Corporation or such participating subsidiary, as
the case may be; but except as may be provided in any
employment agreement between the Optionee and the
Corporation, nothing herein shall be deemed to limit
or restrict the right of the Corporation or of such
participating subsidiary to terminate the Optionee's
employment at any time for any reason.
(b) If the Optionee's employment is terminated prior to
September 30, 2000 for any reason other than Cause,
as defined in Section 5, or if the Optionee
terminates his employment prior to September 30, 2000 for
Good Reason, as defined below, the options
granted under Section 2 shall become immediately
exercisable in whole or in part for the full grant
period set forth in Section 2. For purposes of this
Agreement, "Good Reason" shall have the same meaning
as it has in any written Employment Agreement between
Amoco Corporation and the Optionee. If no such
written Employment Agreement is in effect, "Good
Reason" shall mean termination by the Optionee of his
employment as a consequence of (i) a material
diminution by the Corporation or applicable
participating subsidiary of Optionee's duties,
responsibilities, authorities or compensation unless
agreed to by the Optionee, or, (ii) failure of the
Corporation or appropriate participating subsidiary
to obtain a contractual commitment from any successor
to employ Optionee in the same or equivalent capacity
and at the same or equivalent compensation and
benefits following a sale or transfer of all or
substantially all of the Corporation's assets or all
or substantially all of the assets of Amoco Chemical
Company.
(c) Notwithstanding anything in this Agreement to the
contrary, an option granted under Section 2 shall be
exercisable only if the Optionee, while employed by
the Corporation or a participating subsidiary, or
while all or any portion of an option granted under
Section 2 remains in effect, does not engage in any
activity prejudicial in the judgment of the
Compensation and Organization Committee or Human
Resources Committee, as appropriate, to the interests of
the Corporation or any of its subsidiaries.
5. Termination of Employment. An option granted under Section
2 shall expire ten years from the date of this Agreement
unless otherwise terminated at an earlier date pursuant to
the provisions of the Program or this Agreement. In the
event of the death of the Optionee during employment by the
Corporation or a participating subsidiary or the Optionee
becomes Totally Disabled, after completing the applicable
period of continuous employment required by Section 4(a), an
option granted under Section 2 shall expire at the earlier of
ten years from the date of this Agreement or three years from
the date of death. Termination of employment with the
Corporation for Cause or voluntary resignation, prior to
September 30, 2000, will result in cancellation of the option
granted under Section 2 as of the Optionee's termination
date. For purposes of this Agreement, "Cause" shall mean
willful misconduct, gross incompetence in the performance of
the Optionee's duties, or engaging in any conduct which
constitutes a felony.
6. Notice of Exercise. Subject to the terms, conditions and
provisions of this Agreement and the Program, the Optionee
from time to time may exercise an option granted under
Section 2 to purchase all or any part of the shares of common
stock subject thereto by written notice to the Corporation
identifying the option to be exercised and specifying the
number of shares of stock to be purchased thereunder,
addressed to: X. X. Xxxxxxx, Supervisor-Executive
Compensation Administration, Amoco Corporation, 000 Xxxx
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or to any other
person at such address as the Corporation may notify the
Optionee in writing,accompanied by full payment of the
purchase price of said shares in accordance with Section 7.
Any other notice by the Optionee to the Corporation shall be
similarly addressed, and any certificates or notices to be
delivered to the Optionee shall be addressed as set forth
beneath the Optionee's signature hereto or as the Optionee
may otherwise notify the Corporation in writing.
7. Payment. Payment by the Optionee upon exercise of an
option granted under Section 2 may be made in cash or, in the
case of an exercise with respect to at least 100 shares, in
shares of common stock of the Corporation that have been
owned by the Optionee for at least one year prior to the date
of exercise, at the fair market value per share on the date
of exercise.
8. Taxes. It shall be a condition to delivery by the
Corporation of certificates for shares under Section 6 that
adequate provision has, in the judgment of the Corporation,
been made for payment of any taxes which may be required to
be withheld pursuant to any applicable law.
9. Succession. This Agreement shall be binding upon and inure
to the benefit of the Corporation and its successors and
assigns; and shall be binding upon and, to the extent
permitted by the provisions of the Program, shall inure to
the benefit of the Optionee and, in the event of the
Optionee's death, to such person or persons (including the
Optionee's Beneficiary) as shall have acquired the Optionee's
rights hereunder by beneficiary designation, by will or the
laws of descent and distribution applicable to the Optionee's
estate, but shall not otherwise be transferable or assignable
by any of them.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first written above.
AMOCO CORPORATION
BY ________________________ _______________________________
X. X. XXXXXX XXXXXXX X. XXXX
Home Address: _________________________
_________________________
Exhibit B-1
STOCK OPTION AGREEMENT UNDER
THE 1991 INCENTIVE PROGRAM OF
AMOCO CORPORATION AND ITS PARTICIPATING SUBSIDIARIES
(As approved April 23, 1991)
Agreement dated _______________ between AMOCO CORPORATION, (the
"Corporation") and XXXXXXX X. XXXX (the "Optionee").
WHEREAS, the Corporation, pursuant to the authority and approval
of its shareholders, adopted, effective April 23, 1991, the 1991
Incentive Program of Amoco Corporation and its Participating
Subsidiaries (the "Program") for the purpose of furthering the
interests of the Corporation and its shareholders by providing
additional incentives for key, managerial, and other salaried
employees who possess valuable experience and skills and giving
such employees an interest in the Corporation parallel to that of
the shareholders so as to enhance the proprietary and personal
interest of such employees in the Corporation's continued success
and progress; and
WHEREAS, the Optionee has been designated as an eligible
employee to whom an option may be granted.
NOW, THEREFORE, in consideration of the services to be rendered
by the Optionee and the mutual covenants contained herein, and
other good and valuable consideration, the parties hereto agree
as follows:
1. Program. All of the terms, conditions and provisions of the
Program are incorporated herein by reference. All capitalized
terms used herein and not otherwise defined shall have the same
meanings as set forth in the Program.
2. Nonqualified Stock Option. The Corporation grants to the
Optionee, as a matter of separate inducement and agreement in
connection with the Optionee's employment by the Corporation or
one of its participating subsidiaries, for a period of ten years
from the date of this Agreement, options, not intended as an
incentive or statutory stock options, to purchase all or any part
of an aggregate of ______ shares of common stock of the
Corporation at a purchase price of _______ per share.
3. Exercise. Except as otherwise provided in the Program and
this Agreement, one-half of the total number of options granted
under Section 2 shall become exercisable in whole or in part
after the expiration of one year from the date of this
Agreement. The remaining options granted under Section 2 shall
become exercisable in whole or in part after the expiration of
two years from the date of this Agreement. No options shall be
exercisable if exercise or delivery of shares upon exercise
would constitute a violation of any federal or state securities
or other valid regulation.
4. Employment.
(a) Except as otherwise provided in the Program or this
Agreement, an option granted under Section 2 shall be
exercisable only if the Optionee remains in the service of the
Corporation or of a participating subsidiary continuously until
the expiration of the applicable period set forth in Section 3,
at such rate or rates of compensation as shall be determined
from time to time by the Corporation or as provided in any
employment agreement between the Optionee and the Corporation or
such participating subsidiary, as the case may be; but except as
may be provided in any employment agreement between the Optionee
and the Corporation, nothing herein shall be deemed to limit or
restrict the right of the Corporation or of such participating
subsidiary to terminate the Optionee's employment at any time
for any reason.
(b) If the Optionee's employment is terminated prior to
September 30, 2000 for any reason other than Cause, as
defined in Section 5, or if the Optionee terminates his
employment prior to September 30, 2000 for Good Reason, as
defined below, the options granted under Section 2 shall
become immediately exercisable in whole or in part for the
full grant period set forth in Section 2. For purposes of
this Agreement, "Good Reason" shall have the same meaning
as it has in any written Employment Agreement between
Amoco Corporation and the Optionee. If no such written
Employment Agreement is in effect, "Good Reason" shall
mean termination by the Optionee of his employment as a
consequence of (i) a material diminution by the
Corporation or applicable participating subsidiary of
Optionee's duties, responsibilities, authorities or
compensation unless agreed to by the Optionee, or, (ii)
failure of the Corporation or appropriate participating
subsidiary to obtain a contractual commitment from any
successor to employ Optionee in the same or equivalent
capacity and at the same or equivalent compensation and
benefits following a sale or transfer of all or
substantially all of the Corporation's assets or all or
substantially all of the assets of Amoco Chemical Company.
(c) Notwithstanding anything in this Agreement to the
contrary, an option granted under Section 2 shall be
exercisable only if the Optionee, while employed by the
Corporation or a participating subsidiary, or while all or
any portion of an option granted under Section 2 remains
in effect, does not engage in any activity prejudicial in
the judgment of the Compensation and Organization
Committee or Human Resources Committee, as appropriate, to
the interests of the Corporation or any of its
subsidiaries.
5. Termination of Employment. An option granted under Section
2 shall expire ten years from the date of this Agreement
unless otherwise terminated at an earlier date pursuant to
the provisions of the Program or this Agreement. In the
event of the death of the Optionee during employment by the
Corporation or a participating subsidiary or the Optionee
becomes Totally Disabled, after completing the applicable
period of continuous employment required by Section 4(a), an
option granted under Section 2 shall expire at the earlier of
ten years from the date of this Agreement or three years from
the date of death. Termination of employment with the
Corporation for Cause or voluntary resignation, prior to
September 30, 2000, will result in cancellation of the option
granted under Section 2 as of the Optionee's termination
date. For purposes of this Agreement, "Cause" shall mean
willful misconduct, gross incompetence in the performance of
the Optionee's duties, or engaging in any conduct which
constitutes a felony.
6. Notice of Exercise. Subject to the terms, conditions and
provisions of this Agreement and the Program, the Optionee
from time to time may exercise an option granted under
Section 2 to purchase all or any part of the shares of common
stock subject thereto by written notice to the Corporation
identifying the option to be exercised and specifying the
number of shares of stock to be purchased thereunder,
addressed to: X. X. Xxxxxxx, Supervisor-Executive
Compensation Administration, Amoco Corporation, 000 Xxxx
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or to any other
person at such address as the Corporation may notify the
Optionee in writing, accompanied by full payment of the
purchase price of said shares in accordance with Section 7.
Any other notice by the Optionee to the Corporation shall be
similarly addressed, and any certificates or notices to be
delivered to the Optionee shall be addressed as set forth
beneath the Optionee's signature hereto or as the Optionee
may otherwise notify the Corporation in writing.
7. Payment. Payment by the Optionee upon exercise of an
option granted under Section 2 may be made in cash or, in the
case of an exercise with respect to at least 100 shares, in
shares of common stock of the Corporation that have been
owned by the Optionee for at least one year prior to the date
of exercise, at the fair market value per share on the date
of exercise.
8. Taxes. It shall be a condition to delivery by the
Corporation of certificates for shares under Section 6 that
adequate provision has, in the judgment of the Corporation,
been made for payment of any taxes which may be required to
be withheld pursuant to any applicable law.
9. Succession. This Agreement shall be binding upon and inure
to the benefit of the Corporation and its successors and
assigns; and shall be binding upon and, to the extent
permitted by the provisions of the Program, shall inure to
the benefit of the Optionee and, in the event of the
Optionee's death, to such person or persons (including the
Optionee's Beneficiary) as shall have acquired the Optionee's
rights hereunder by beneficiary designation, by will or the
laws of descent and distribution applicable to the Optionee's
estate, but shall not otherwise be transferable or assignable
by any of them.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first written above.
AMOCO CORPORATION
BY ________________________ _______________________________
X. X. XXXXXX XXXXXXX X. XXXX
Home Address: _____________________________
_____________________________
Exhibit C
Compensation Period Applicable Rate of Income
March 17, 2000 - $1,039,100
March 16, 2001
March 17, 2001- 923,700
March 16, 2002
March 17, 2002- 808,200
March 16, 2003
March 17, 2003- 750,500
March 16, 2004
March 17, 2004- 692,800
March 16, 0000
Xxxxx Xxxxxxxxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxx Xxxxxx Xxx 00000
Xxxxxxx Illinois 60680-0703
000-000-0000
R. Xxxxx Xxxxxxxx
Senior Vice President
October 28, 1996
Personal and Confidential
Xxxxxxx X. Xxxx, MC 3000
Dear Xxxxxxx:
The Compensation and Organization Committee recently approved
modifications to the Bonus Deferral Plan to permit Section 16
officers to switch balances in their deferred bonus accounts from
cash to share units and from share units to cash once in any
twelve month period. The C & OC also approved similar changes to
the Deferred Sign-On Bonus Agreement dated September 25, 1995
(the "Agreement") between you and the Corporation. This letter
serves as an amendment to the Agreement with respect to the
changes approved by the C & OC.
The last sentence of Section 3 of the Agreement is deleted and
replaced with the following:
Executive shall be permitted to switch all or part of
the Sign-On Bonus between investment alternatives
within the Executive's Account once in any twelve
month period. The twelve month period shall commence
on the date the Executive elects to switch all or a
part of the Sign-On Bonus between investment
alternatives and end on the date twelve months after
such election.
If you are in agreement with the terms of this amendment to the
Agreement, please sign both copies of this letter, return one
signed copy to me and retain the other signed copy for your
records.
Very truly yours,
Xxxxx
Agreed to this 25 day of October, 1996
_____Enrique Sosa_______
Xxxxxxx X. Xxxx
RESTRICTED STOCK AGREEMENT UNDER THE 1991 INCENTIVE PROGRAM OF
AMOCO CORPORATION AND ITS PARTICIPATING SUBSIDIARIES
(As approved April 23, 1991)
Restricted Stock Agreement dated October 2, 1995 (this
"Agreement") between Amoco Corporation (the "Corporation") and
Xxxxxxx X. Xxxx ("Participant").
WHEREAS, the Corporation, pursuant to the authority and
approval of its shareholders, adopted, effective April 23, 1991,
the 1991 Incentive Program of Amoco Corporation and its
Participating Subsidiaries (the "Program"); and
WHEREAS, the participant has been designated as an eligible
employee to whom restricted shares may be granted under the
Program.
NOW, THEREFORE, in consideration of services to be rendered
by the Participant to the Corporation and/or one or more of the
Participating Subsidiaries and the mutual covenants contained
herein, and other good and valuable consideration, the parties
hereto agree as follows:
1. Program. All of the terms, conditions and provisions of the
Program are incorporated herein by reference. All
capitalized terms used herein and not otherwise defined
shall have the same meanings as set forth in the Program.
2. Restricted Shares. The Participant is hereby granted, as
additional compensation for services to be rendered to the
Corporation and/or one or more of the Participating
Subsidiaries, thirty-five thousand (35,000) restricted
shares of the Corporation's common stock, subject to the
terms and conditions contained in this Agreement. These
shares are referred to in this Agreement as "Restricted
Shares" during the applicable Restriction Period (as
hereinafter defined). Certificates representing the
Restricted Shares will be held for the Participant's account
by Amoco Corporation (the "Custodian") until the end of the
Restriction Period.
3. Shareholder Status. Effective upon the date that the
Restricted Shares are registered in the Participant's name
on the records of the Corporation, the Participant will be a
holder of record of the Restricted Shares and will have all
rights of a shareholder with respect to such shares
(including the right to vote such shares at any meeting of
shareholders of the Corporation and the right to receive all
dividends paid with respect to such shares), subject only to
the terms and conditions imposed by this Agreement.
4. Effect of Changes in Capitalization. In the event of a
reorganization, recapitalization, stock split, stock
dividend, exchange of shares, combination of shares, merger,
consolidation or any other change in corporate structure of
the Corporation affecting the Corporation's shares of common
stock, an appropriate adjustment will be made in respect of
the Restricted Shares. Any new, additional or different
shares or securities issued as the result of such an
adjustment will be registered in the Participant's name on
the records of the Corporation and held by the Custodian and
will be deemed included within the term "Restricted Shares".
5. Change of Custodian. In the event of any change of
Custodian, the Corporation will notify each Participant for
whom stock certificates have been issued of the name of the
new Custodian.
6. Lapse of Restrictions.
(a) All restrictions set forth in paragraph 7 below will
lapse in their entirety on the earliest of: (1)
(1) October 2, 2000;
(2) the effective date of the Participant's
termination of employment by the Company for any
reason other than Cause, as defined in Section
8(a) below;
(3) the effective date of the Participant's
termination from employment from the Company or a
Participating Subsidiary for Good Reason, as
defined in Section 7 (b) below; or
(4) the effective date of termination of the
Participant's employment with the Corporation or
one of its Participating Subsidiaries in the event
of the Participant's death or Total Disability.
(b) As soon as practicable after the restrictions with
respect to the Restricted Shares lapse at the end of
the period set forth in Section 6(a) above (the
"Restriction Period"), the Custodian will deliver to
the Participant or the Participant's legal
representative in case of death, the certificate or
certificates for such shares free of further
restrictions. The Participant, and the Participant's
legal representative in case of death,
agree to pay the Corporation or the appropriate participating
subsidiary within two weeks of being billed therefore
such amounts as the Corporation or the appropriate
Participating Subsidiary determines it is required to
withhold with respect to the Restricted Shares or the
lapse of restrictions thereon for income tax purposes.
7. Restrictions.
(a) In the event that the Participant's employment with the
Corporation or one of its Participating Subsidiaries
terminates during the period in which the restrictions
set forth in paragraph 6 apply to the Restricted Shares
(the "Restricted Period"), due to voluntary resignation
from the Corporation and its Participating Subsidiaries
by the Participant or termination for Cause, such
Restricted Shares shall be forfeited to the Corporation
or the appropriate Participating Subsidiary.
(b) None of the Restricted Shares, nor the
Participant's interest in any of the Restricted Shares,
may be sold, assigned, transferred, pledged or
otherwise disposed of or encumbered at any time during
the Restriction Period applicable to any installment of
Restricted Shares. In the event of any such action,
such installment of Restricted Shares shall be
forfeited to the Corporation or the appropriate
Participating Subsidiary upon delivery to the
Participant of notice of forfeiture. Such forfeiture
shall be effective upon such event, and the Participant
agrees to repay to the Corporation all dividends, if
any, paid after such event with respect to the
forfeited shares.
(c) If the Participant at any time forfeits any or all
of the Restricted Shares pursuant to this Agreement,
the Participant agrees that the certificate or
certificates for such Restricted Shares will be
delivered by the Custodian to the Corporation or the
appropriate Participating Subsidiary. All of the
Participant's rights to and interest in the Restricted
Shares shall terminate upon forfeiture without payment
of consideration.
(d) The Participant recognizes that under the
provisions of Section 83(b) of the Internal Revenue
Code of 1986, as amended, the Participant has the right
to elect to include in gross income, for the taxable
year in which the Restricted Shares are granted, the
fair market value of such Restricted Shares at the time
of transfer into the Participant's name (determined
without regard to any of the restrictions set forth in
this Agreement) rather than include in gross income the
future value of such Restricted Shares at such time as
the restrictions may lapse. The Participant agrees to
waive the right to make such an election, and if such
an election is made, all Restricted Shares issued in
the Participant's name shall be forfeited to the
Corporation or the appropriate Participating
Subsidiary.
(e) The Participant agrees to sign and deliver to the
Corporation an acceptance and stock power relating to
the Restricted Shares, and acknowledges and agrees that
if any or all of the Restricted Shares are forfeited
hereunder at any time during the Restriction Period,
the Corporation shall direct the Transfer Agent and
Registrar of the Corporation's common stock to make
appropriate entries upon the records showing the
cancellation of the certificate or certificates for
such Restricted Shares and to return the Restricted
Shares to the Corporation. Such acceptance and stock
power will be returned to the Participant upon the
lapse of restrictions on all installments of Restricted
Shares. Execution of the acceptance and stock power by
the Participant constitutes acceptance of the
Restricted Shares upon the terms and conditions
contained in this Agreement and acceptance of and
agreement to the terms and conditions of this
Agreement.
(f) Determination as to whether an event has occurred
resulting in the forfeiture of or lapse of restrictions
on Restricted Shares, in accordance with this
Agreement, shall be made by the Compensation and
Organization Committee according to the terms of the
1991 Program and all determinations of the Committee
shall be final and conclusive.
8. Definitions.
(a) For purposes of this Agreement, "Cause" shall mean
willful misconduct, gross negligence, gross dereliction
of duty, gross incompetence in the performance of
Participant's duties, or engaging in any conduct which
constitutes a felony.
(b) For purposes of this Agreement, "Good Reason"
shall have the same meaning as it has in any written
Employment Agreement between Amoco Corporation and the
Executive. If no such written Employment Agreement is
in effect, "Good Reason" shall mean termination by the
Participant of his employment as a consequence of (i) a
material diminution by the Corporation or applicable
Participating Subsidiary of Participant's duties,
responsibilities, authorities or compensation unless
agreed to by the Participant, or, (ii) failure of the
Corporation or appropriate Participating Subsidiary to
obtain a contractual commitment from any successor to
employ Participant in the same or equivalent capacity
and at the same or equivalent compensation and benefits
following a sale or transfer of all or substantially
all of the Corporation's assets or all or substantially
all of the assets of Amoco Chemical Company.
9. Notices.
(a) Any notice to the Corporation or a Participating
Subsidiary pursuant to any provision of the Agreement
will be deemed to have been delivered when delivered in
person or when deposited in the local mail, addressed to
X. X. Xxxxxxx, Supervisor - Executive Compensation
Administration, Amoco Corporation, 000 Xxxx Xxxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other address as
the Corporation may from time to time designate in
writing.
(b) Any notice or demand pursuant to any provision of
this Agreement will be deemed to have been delivered to
the Participant when delivered in person or when
deposited in the United States mail, addressed to the
Participant at the address given on the shareholders
records of the Corporation or such other address as the
Participant may from time to time designate in writing
in accordance with this Agreement.
IN WITNESS WHEREOF, the Corporation or a Participating
Subsidiary has caused this Agreement to be executed as of the
date first above written and Participant has caused the
acceptance and stock power to be executed on the date indicated
therein.
AMOCO CORPORATION
BY: H. L. FULLER____________
X. X. XXXXXX XXXXXXX X. XXXX
Acceptance and Stock Power
I acknowledge acceptance of the shares of common stock of Amoco
Corporation, granted to me on October 2, 1995, under the 1991
Incentive Program of Amoco Corporation and its Participating
Subsidiaries and held by Amoco Corporation as Custodian or such
other entity as the Amoco Corporation Directors' Compensation and
Organization Committee may appoint as Custodian from time to
time, subject to the terms of the related Restricted Stock
Agreement dated October 2, 1995, and provide the following stock
power as contemplated by such Agreement. I acknowledge that I
have received and read a copy of the Restricted Stock Agreement,
and agree to the terms and conditions of the Restricted Stock
Agreement.
For value received, I hereby sell, assign and transfer unto
_________________________________________________________________
____________________________________________________ shares of
common stock of Amoco Corporation, standing in my name on the
books of said corporation represented by Certificate
Nos.______________________________________________________________
herewith and do irrevocable constitute and appoint________________
attorney to transfer said stock on the books of said corporation
with full power of substitution in the premises.
Date: ______10/3/95________ _______Enrique Sosa___________
(Signature)
_______Enrique Sosa___________
(Print Name Here)
Instructions: Please date, sign and print your name in the
spaces provided in this form, which serves the dual purposes of
acknowledging your acceptance of the Restricted Shares and
agreeing to the terms and conditions of the related Restricted
Stock Agreement, and giving a Stock Power relating to those
shares in the event of their forfeiture. You need not fill in
the Stock Power, which the Custodian will complete, as
appropriate, should a forfeiture occur. Kindly return this form
promptly in the envelope provided.
STOCK OPTION AGREEMENT UNDER
THE 1991 INCENTIVE PROGRAM OF
AMOCO CORPORATION AND ITS PARTICIPATING SUBSIDIARIES
(As approved April 23, 1991)
Agreement dated March 26, 1996 between AMOCO CORPORATION, (the
"Corporation") and XXXXXXX X. XXXX (the "Optionee").
WHEREAS, the Corporation, pursuant to the authority and approval
of its shareholders, adopted, effective April 23, 1991, the 1991
Incentive Program of Amoco Corporation and its Participating
Subsidiaries (the "Program") for the purpose of furthering the
interests of the Corporation and its shareholders by providing
additional incentives for key, managerial, and other salaried
employees who possess valuable experience and skills and giving
such employees an interest in the Corporation parallel to that of
the shareholders so as to enhance the proprietary and personal
interest of such employees in the Corporation's continued success
and progress; and
WHEREAS, the Optionee has been designated as an eligible
employee to whom an option may be granted.
NOW, THEREFORE, in consideration of the services to be rendered
by the Optionee and the mutual covenants contained herein, and
other good and valuable consideration, the parties hereto agree
as follows:
1. Program. All of the terms, conditions and provisions of the
Program are incorporated herein by reference. All capitalized
terms used herein and not otherwise defined shall have the same
meanings as set forth in the Program.
2. Nonqualified Stock Option. The Corporation grants to the
Optionee, as a matter of separate inducement and agreement in
connection with the Optionee's employment by the Corporation or
one of its participating subsidiaries, for a period of ten years
from the date of this Agreement, options, not intended as an
incentive or statutory stock options, to purchase all or any part
of an aggregate of 50,000 shares of common stock of the
Corporation at a purchase price of $73.2500 per share.
3. Exercise. Except as otherwise provided in the Program and
this Agreement, one-half of the total number of options granted
under Section 2 shall become exercisable in whole or in part
after the expiration of one year from the date of this
agreement. The remaining options granted under Section 2 shall
become exercisable in whole or in part after the expiration of
two years from the date of this Agreement. No options shall be
exercisable if exercise or delivery of shares upon exercise
would constitute a violation of any federal or state securities
or other valid regulation.
4. Employment.
(a) Except as otherwise provided in the Program or this
Agreement, an option granted under Section 2 shall be
exercisable only if the Optionee remains in the
service of the Corporation or of a participating
subsidiary continuously until the expiration of the
applicable period set forth in Section 3, at such
rate or rates of compensation as shall be determined
from time to time by the Corporation or as provided
in any employment agreement between the Optionee and
the Corporation or such participating subsidiary, as
the case may be; but except as may be provided in any
employment agreement between the Optionee and the
Corporation, nothing herein shall be deemed to limit
or restrict the right of the Corporation or of such
participating subsidiary to terminate the Optionee's
employment at any time for any reason.
(b) If the Optionee's employment is terminated prior to
September 30, 2000 for any reason other than Cause,
as defined in Section 5, or if the Optionee
terminates his employment prior to September 30, 2000 for
Good Reason, as defined below, the options
granted under Section 2 shall become immediately
exercisable in whole or in part for the full grant
period set forth in Section 2. For purposes of this
Agreement, "Good Reason" shall have the same meaning
as it has in any written Employment Agreement between
Amoco Corporation and the Optionee. If no such
written Employment Agreement is in effect, "Good
Reason" shall mean termination by the Optionee of his
employment as a consequence of (i) a material
diminution by the Corporation or applicable
participating subsidiary of Optionee's duties,
responsibilities, authorities or compensation unless
agreed to by the Optionee, or, (ii) failure of the
Corporation or appropriate participating subsidiary
to obtain a contractual commitment from any successor to
employ Optionee in the same or equivalent capacity and
at the same or equivalent compensation and
benefits following a sale or transfer of all or
substantially all of the Corporation's assets or all
or substantially all of the assets of Amoco Chemical
Company.
(c) Notwithstanding anything in this Agreement to the
contrary, an option granted under Section 2 shall be
exercisable only if the Optionee, while employed by
the Corporation or a participating subsidiary, or
while all or any portion of an option granted under
Section 2 remains in effect, does not engage in any
activity prejudicial in the judgment of the
Compensation and Organization Committee or Human
Resources Committee, as appropriate, to the interests of
the Corporation or any of its subsidiaries.
5. Termination of Employment. An option granted under Section
2 shall expire ten years from the date of this Agreement
unless otherwise terminated at an earlier date pursuant to
the provisions of the Program or this Agreement. In the
event of the death of the Optionee during employment by the
Corporation or a participating subsidiary or the Optionee
becomes Totally Disabled, after completing the applicable
period of continuous employment required by Section 4(a), an
option granted under Section 2 shall expire at the earlier of
ten years from the date of this Agreement or three years from
the date of death. Termination of employment with the
Corporation for Cause or voluntary resignation, prior to
September 30, 2000, will result in cancellation of the option
granted under Section 2 as of the Optionee's termination
date. For purposes of this Agreement, "Cause" shall mean
willful misconduct, gross incompetence in the performance of
the Optionee's duties, or engaging in any conduct which
constitutes a felony.
6. Notice of Exercise. Subject to the terms, conditions and
provisions of this Agreement and the Program, the Optionee
from time to time may exercise an option granted under
Section 2 to purchase all or any part of the shares of common
stock subject thereto by written notice to the Corporation
identifying the option to be exercised and specifying the
number of shares of stock to be purchased thereunder,
addressed to: X. X. Xxxxxxx, Supervisor-Executive
Compensation Administration, Amoco Corporation, 000 Xxxx
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or to any other
person at such address as the Corporation may notify the
Optionee in writing,accompanied by full payment of the
purchase price of said shares in accordance with Section 7.
Any other notice by the Optionee to the Corporation shall be
similarly addressed, and any certificates or notices to be
delivered to the Optionee shall be addressed as set forth
beneath the Optionee's signature hereto or as the Optionee
may otherwise notify the Corporation in writing.
7. Payment. Payment by the Optionee upon exercise of an
option granted under Section 2 may be made in cash or, in the
case of an exercise with respect to at least 100 shares, in
shares of common stock of the Corporation that have been
owned by the Optionee for at least one year prior to the date
of exercise, at the fair market value per share on the date
of exercise.
8. Taxes. It shall be a condition to delivery by the
Corporation of certificates for shares under Section 6 that
adequate provision has, in the judgment of the Corporation,
been made for payment of any taxes which may be required to
be withheld pursuant to any applicable law.
9. Succession. This Agreement shall be binding upon and inure
to the benefit of the Corporation and its successors and
assigns; and shall be binding upon and, to the extent
permitted by the provisions of the Program, shall inure to
the benefit of the Optionee and, in the event of the
Optionee's death, to such person or persons (including the
Optionee's Beneficiary) as shall have acquired the Optionee's
rights hereunder by beneficiary designation, by will or the
laws of descent and distribution applicable to the Optionee's
estate, but shall not otherwise be transferable or assignable
by any of them.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first written above.
AMOCO CORPORATION
BY H. L. FULLER____________ _____ENRIQUE SOSA______________
X. X. XXXXXX XXXXXXX X. XXXX
Home Address: __132 E. DELAWARE________
__CHICAGO, IL 60611______
STOCK OPTION AGREEMENT UNDER
THE 1991 INCENTIVE PROGRAM OF
AMOCO CORPORATION AND ITS PARTICIPATING SUBSIDIARIES
(As approved April 23, 1991)
Agreement dated October 2, 1995 between AMOCO CORPORATION, (the
"Corporation") and XXXXXXX X. XXXX (the "Optionee").
WHEREAS, the Corporation, pursuant to the authority and approval
of its shareholders, adopted, effective April 23, 1991, the 1991
Incentive Program of Amoco Corporation and its Participating
Subsidiaries (the "Program") for the purpose of furthering the
interests of the Corporation and its shareholders by providing
additional incentives for key, managerial, and other salaried
employees who possess valuable experience and skills and giving
such employees an interest in the Corporation parallel to that of
the shareholders so as to enhance the proprietary and personal
interest of such employees in the Corporation's continued success
and progress; and
WHEREAS, the Optionee has been designated as an eligible
employee to whom an option may be granted.
NOW, THEREFORE, in consideration of the services to be rendered
by the Optionee and the mutual covenants contained herein, and
other good and valuable consideration, the parties hereto agree
as follows:
1. Program. All of the terms, conditions and provisions of the
Program are incorporated herein by reference. All capitalized
terms used herein and not otherwise defined shall have the same
meanings as set forth in the Program.
2. Nonqualified Stock Option. The Corporation grants to the
Optionee, as a matter of separate inducement and agreement in
connection with the Optionee's employment by the Corporation or
one of its participating subsidiaries, for a period of ten years
from the date of this Agreement, options, not intended as an
incentive or statutory stock options, to purchase all or any part
of an aggregate of 50,000 shares of common stock of the
Corporation at a purchase price of $63.875 per share.
3. Exercise. Except as otherwise provided in the Program and
this Agreement, one-half of the total number of options granted
under Section 2 shall become exercisable in whole or in part
after the expiration of one year from the date of this
Agreement. The remaining options granted under Section 2 shall
become exercisable in whole or in part after the expiration of
two years from the date of this Agreement. No options shall be
exercisable if exercise or delivery of shares upon exercise
would constitute a violation of any federal or state securities
or other valid regulation.
4. Employment.
(a) Except as otherwise provided in the Program or this
Agreement, an option granted under Section 2 shall be
exercisable only if the Optionee remains in the service of the
Corporation or of a participating subsidiary continuously until
the expiration of the applicable period set forth in Section 3,
at such rate or rates of compensation as shall be determined
from time to time by the Corporation or as provided in any
employment agreement between the Optionee and the Corporation or
such participating subsidiary, as the case may be; but except as
may be provided in any employment agreement between the Optionee
and the Corporation, nothing herein shall be deemed to limit or
restrict the right of the Corporation or of such participating
subsidiary to terminate the Optionee's employment at any time
for any reason.
(b) If the Optionee's employment is terminated prior to
September 30, 2000 for any reason other than Cause, as
defined in Section 5, or if the Optionee terminates his
employment prior to September 30, 2000 for Good Reason, as
defined below, the options granted under Section 2 shall
become immediately exercisable in whole or in part for the
full grant period set forth in Section 2. For purposes of
this Agreement, "Good Reason" shall have the same meaning
as it has in any written Employment Agreement between
Amoco Corporation and the Optionee. If no such written
Employment Agreement is in effect, "Good Reason" shall
mean termination by the Optionee of his employment as a
consequence of (i) a material diminution by the
Corporation or applicable participating subsidiary of
Optionee's duties, responsibilities, authorities or
compensation unless agreed to by the Optionee, or, (ii)
failure of the Corporation or appropriate participating
subsidiary to obtain a contractual commitment from any
successor to employ Optionee in the same or equivalent
capacity and at the same or equivalent compensation and
benefits following a sale or transfer of all or
substantially all of the Corporation's assets or all or
substantially all of the assets of Amoco Chemical Company.
(c) Notwithstanding anything in this Agreement to the
contrary, an option granted under Section 2 shall be
exercisable only if the Optionee, while employed by the
Corporation or a participating subsidiary, or while all or
any portion of an option granted under Section 2 remains in
effect, does not engage in any activity prejudicial in the
judgment of the Compensation and Organization Committee or
Human Resources Committee, as appropriate, to the
interests of the Corporation or any of its subsidiaries.
5. Termination of Employment. An option granted under Section
2 shall expire ten years from the date of this Agreement
unless otherwise terminated at an earlier date pursuant to
the provisions of the Program or this Agreement. In the
event of the death of the Optionee during employment by the
Corporation or a participating subsidiary or the Optionee
becomes Totally Disabled, after completing the applicable
period of continuous employment required by Section 4(a), an
option granted under Section 2 shall expire at the earlier of
ten years from the date of this Agreement or three years from
the date of death. Termination of employment with the
Corporation for Cause or voluntary resignation, prior to
September 30, 2000, will result in cancellation of the option
granted under Section 2 as of the Optionee's termination
date. For purposes of this Agreement, "Cause" shall mean
willful misconduct, gross incompetence in the performance of
the Optionee's duties, or engaging in any conduct which
constitutes a felony.
6. Notice of Exercise. Subject to the terms, conditions and
provisions of this Agreement and the Program, the Optionee
from time to time may exercise an option granted under
Section 2 to purchase all or any part of the shares of common
stock subject thereto by written notice to the Corporation
identifying the option to be exercised and specifying the
number of shares of stock to be purchased thereunder,
addressed to: X. X. Xxxxxxx, Supervisor-Executive
Compensation Administration, Amoco Corporation, 000 Xxxx
Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or to any other
person at such address as the Corporation may notify the
Optionee in writing, accompanied by full payment of the
purchase price of said shares in accordance with Section 7.
Any other notice by the Optionee to the Corporation shall be
similarly addressed, and any certificates or notices to be
delivered to the Optionee shall be addressed as set forth
beneath the Optionee's signature hereto or as the Optionee
may otherwise notify the Corporation in writing.
7. Payment. Payment by the Optionee upon exercise of an
option granted under Section 2 may be made in cash or, in the
case of an exercise with respect to at least 100 shares, in
shares of common stock of the Corporation that have been
owned by the Optionee for at least one year prior to the date
of exercise, at the fair market value per share on the date
of exercise.
8. Taxes. It shall be a condition to delivery by the
Corporation of certificates for shares under Section 6 that
adequate provision has, in the judgment of the Corporation,
been made for payment of any taxes which may be required to
be withheld pursuant to any applicable law.
9. Succession. This Agreement shall be binding upon and inure
to the benefit of the Corporation and its successors and
assigns; and shall be binding upon and, to the extent
permitted by the provisions of the Program, shall inure to
the benefit of the Optionee and, in the event of the
Optionee's death, to such person or persons (including the
Optionee's Beneficiary) as shall have acquired the Optionee's
rights hereunder by beneficiary designation, by will or the
laws of descent and distribution applicable to the Optionee's
estate, but shall not otherwise be transferable or assignable
by any of them.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first written above.
AMOCO CORPORATION
BY H. L. FULLER____________ _____ENRIQUE SOSA______________
X. X. XXXXXX XXXXXXX X. XXXX
Home Address: __132 E. DELAWARE_- Unit 5502
__CHICAGO, IL 60611__________
DEFERRED SIGN-ON BONUS AGREEMENT
This Deferred Sign-on Agreement (hereinafter the "Agreement") is
made by and between Amoco Corporation, an Indiana corporation
(hereinafter referred to as the "Corporation") and Xxxxxxx X.
Xxxx (hereinafter referred to as the "Executive").
1. SIGN-ON BONUS.
The Corporation agrees to pay to Executive a sign-on bonus
in consideration of his commencement of employment with the
Corporation as Executive Vice President--Chemicals Sector,
in the amount of Five Hundred Thousand Dollars
($500,000.00), to be payable in accordance with the terms
and conditions of this Agreement.
2. DEFINITIONS.
The following terms used herein shall have the following
meanings:
(a) "Dividend Equivalent"--the entry in a deferred
compensation account of a dividend credit with respect
to a Share Unit, each Dividend Equivalent being equal
to the dividend paid from time to time on a Share.
(b) "Share"--a share of the Corporation's common stock
without par value and any share or shares of stock of
the Corporation hereafter issued or issuable in
substitution or exchange for each such share.
(c) "Share Unit"--the entry in a deferred compensation
account of a credit equal to one Share.
3. DEFERRED COMPENSATION ACCOUNT.
A deferred compensation account shall be maintained for the
Executive ("Executive's Account"). The Sign-on Bonus shall
be credited to Executive's Account on October 2, 1995 as set
forth below. Such amounts, along with interest and Dividend
Equivalents credited to Executive's Account shall constitute
vested rights to deferred payment.
$500,000 Cash
$ -0- Share Units
Such amounts may not be changed between deferral in cash or
share units at any time.
4. SHARE UNITS.
Share Units shall be credited to Executive's Account
promptly upon the execution of this Agreement by both
parties. The value of Share Units for the purposes of
crediting the account and periodic Dividend Equivalents
shall be the average of the high and low prices for Shares
as reported on the New York Stock Exchange on the last
trading day on which Shares were traded preceding the date
on which this Agreement was executed by both parties or the
applicable dividend payment date, as the case may be. Any
fractional Share Units shall be carried forward and credited
to Executive's Account in conjunction with subsequent
fractional Share Units on Dividend Equivalents. The number
of Share Units in the account shall be adjusted to give
effect to any increase or decrease in the number of issued
and outstanding Shares through the declaration of a stock
dividend, or through recapitalization resulting in a stock
split, combination or exchange of Shares of the Corporation,
or the like.
Share Units shall not entitle Executive or any other person
to the rights of a shareholder.
5. DIVIDEND EQUIVALENTS.
Until payment in accordance with Section 7, Executive's
Account credited with Share Units shall be credited on
dividend payment dates with Dividend Equivalents. On any
dividend payment date when cumulative Dividend Equivalents
in Executive's Account shall equal or exceed the value of a
full Share Unit, such Dividend Equivalents shall be credited
to such account in a full Share Unit. Fractional share
units shall also be maintained.
6. INTEREST.
Until payment in accordance with Section 7, Executive's
Account deferred in cash shall accrue interest during any
calendar month at a rate equal to the prime rate of The
First National Bank of Chicago in effect on the first
business day of such month. Interest shall be compounded
monthly.
7. PAYMENT OF DEFERRED COMPENSATION.
(a) Executive shall be entitled to receive in cash all
deferred compensation credited to his Account to be
payable in a lump sum (less taxes, if any, required to
be withheld by the Federal or any state or local
government and paid over to such government for the
Executive) within thirty (30) days following his
termination from employment with the Corporation or one
of its wholly-owned subsidiaries. All amounts paid to
Executive shall be valued as of the effective date of
his termination. Amounts deferred in Share Units shall
be based on the average of the high and low prices of
Shares as reported on the New York Stock Exchange for
the effective date of Executive's termination. Payment
of deferred compensation in Executive's account may not
be made in shares.
(b) No withdrawal or other payout of all or a portion
of the Executive's Account may be made from Executive's
Account except as provided in this Section 7.
(c) In the event of Executive's death, the Executive's
designated beneficiary shall continue to receive
payment according to the Executive's election. In the
absence of a designated beneficiary, the balance in the
Executive's Account shall be determined as of the date
of death, and such balance shall be paid in a single
payment to the Executive's estate as soon as reasonably
possible thereafter.
8. VALUE OF DEFERRED COMPENSATION ACCOUNTS.
The value of the Executive's Account shall consist of the
portion of the sign-on bonus deferred in the form of cash or
Share Units and the interest or Dividend Equivalents
described in Sections 5 and 6. All deferred cash credits to
an account shall earn interest for the period from the date
credited to the date of withdrawal. As promptly as
practicable following the close of each calendar year a
statement will be sent to Executive as to the balance in his
Account as of the end of such year.
9. EXECUTIVE'S RIGHT UNSECURED.
No fund is to be created to meet payment obligations under
this Agreement, and the right of the Executive to receive
any unpaid portion of his Account shall be an unsecured
claim against the general assets of the Corporation.
10. NON-ASSIGNABILITY.
The right of Executive to receive payment from his Account
shall not be assigned, transferred, pledged or encumbered or
be subject in any manner to alienation or anticipation,
except that he may designate, on forms provided by the
Corporation, a beneficiary to receive the Account balance in
the event of his death.
Executed this 25 day of September, 1995.
AMOCO CORPORATION
By: _____H. L. Fuller_______ ___Enrique Sosa______________
X. X. Xxxxxx Xxxxxxx X. Xxxx
