Exhibit 10(b)
STOCK OPTION AGREEMENT UNDER
THE 1991 INCENTIVE PROGRAM OF
AMOCO CORPORATION AND ITS PARTICIPATING SUBSIDIARIES
Agreement dated March 25, 1997 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 $90.1875 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 XXXX
X. X. XXXXXX XXXXXXX X. XXXX
Home Address: 000 X. Xxxxxxxx
Xxxxxxx, XX 00000
