Exhibit 10(iii)(a)
EXXON CORPORATION
1993 INCENTIVE PROGRAM
Adopted by shareholders April 28, 1993
(as last amended May 28, 1997)
General Provisions
I. Purpose.
The 1993 Incentive Program is intended to help maintain and develop strong
management through ownership of shares of the Corporation by key employees of
the Corporation and certain of its affiliates and through incentive awards for
recognition of efforts and accomplishments which contribute materially to the
success of the Corporation's business interests.
II. Definitions.
In this Program, except where the context otherwise indicates, the
following definitions apply:
(1) 'Administrative authority' means one of the following, as
appropriate in accordance with Section III: the Board; any committee to
which the Board delegates authority to administer this Program; or, in
individual cases, the Chairman of the Board or persons acting under his
direction.
(2) 'Affiliate' means (a) any subsidiary and (b) any other
corporation, partnership, joint venture, or other entity in which the
corporation, directly or indirectly, owns an equity interest and which
the administrative authority deems to be an affiliate for purposes of
this Program (including, without limitation, for purposes of determining
whether a change of employment constitutes a termination).
(3) 'Award' means a stock option, stock appreciation right ('SAR'),
restricted stock, performance award, incentive share, dividend equivalent
right ('DER'), or other award under this Program.
(4) 'Board' means the Board of Directors of the Corporation.
(5) 'Board Compensation Committee,' hereinafter sometimes called the
'BCC,' means the committee of the Board so designated in accordance with
Section IV.
(6) 'By the grant' means by the action of the granting authority at
the time of the grant of an award hereunder, or at the time of an
amendment of the grant, as the case may be.
(7) 'Code' means the Internal Revenue Code, as in effect from time
to time.
(8) 'Corporation' means Exxon Corporation, a New Jersey corporation.
(9) 'Designated beneficiary' means the person designated by the
grantee of an award hereunder to be entitled, on the death of the
grantee, to any remaining rights arising out of such award. Such
designation must be made in writing and in accordance with such
regulations as the administrative authority may establish.
(10) 'Detrimental activity' means activity that is determined in
individual cases by the administrative authority to be detrimental to the
interests of the Corporation or any affiliate.
(11) 'Dividend equivalent right,' herein sometimes called a 'DER,'
means the right of the holder thereof to receive, pursuant to the terms
of the DER, credits based on the cash dividends that would be paid on the
shares specified in the DER if such shares were held by the grantee, as
more particularly set forth in Section XIV(1).
(12) 'Effectively granted' means, for purposes of determining the
number of shares subject to an outstanding award under this Program, the
number of shares subject to such award or the number of shares with
respect to which the value of such award is measured, as applicable. An
option that includes an SAR shall be considered a single award for this
purpose.
(13) 'Effectively issued' means the gross number of shares
purchased, issued, delivered, or paid free of restrictions upon the
exercise, settlement, or payment of an award, or lapse of restrictions
thereon, as the case may be.
(14) 'Eligible employee' means an employee of the Corporation or a
subsidiary who is a director or officer, or in a managerial,
professional, or other key position as determined by the granting
authority.
(15) 'Employee' means an employee of the Corporation or an
affiliate.
(16) 'Exchange Act' means the Securities Exchange Act of 1934, as
amended from time to time.
(17) 'Fair market value' in relation to a share as of any specific
time shall mean such value as reported for stock exchange transactions
determined in accordance with any applicable regulations of the
administrative authority in effect at the relevant time.
(18) 'Grantee' means a recipient of an award under this Program.
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(19) 'Granting authority' means the Board or any appropriate
committee authorized to grant and amend awards under this Program in
accordance with Section V and to exercise other powers of the granting
authority hereunder.
(20) 'Incentive shares' means an award of shares granted pursuant to
Section XIII.
(21) 'Incentive Stock Option,' herein sometimes called an 'ISO,'
means a stock option meeting the requirements of Section 422 of the Code
or any successor provision.
(22) 'Performance award' means an award of shares, or of units or
rights based on, payable in, or otherwise related to shares, granted
pursuant to Section XII.
(23) 'Performance period' means any period specified by the grant of
a performance award during which specified performance criteria are to be
measured.
(24) 'Reporting person' means a person subject to the reporting
requirements of Section 16(a) of the Exchange Act with respect to equity
securities of the Corporation.
(25) 'Restricted stock' means any share issued with the restriction
that the holder may not sell, transfer, pledge, or assign such share and
such other restrictions (which may include, but are not limited to,
restrictions on the right to vote or receive dividends) which may expire
separately or in combination, at one time or in installments, all as
specified by the grant.
(26) 'Rule 16b-3' means Rule 16b-3 (or any successor thereto) under
the Exchange Act that exempts transactions under employee benefit plans,
as in effect from time to time.
(27) 'Share' means a share of Common Stock of the Corporation issued
and reacquired by the Corporation or previously authorized but unissued.
(28) 'Shareholder-approved plan' means any of the plans constituting
parts of any of the Incentive Programs previously approved by
shareholders of the Corporation.
(29) 'Stock appreciation right,' herein sometimes called an 'SAR,'
means the right of the holder thereof to receive, pursuant to the terms
of the SAR, a number of shares or cash or a combination of shares and
cash, based on the increase in the value of the number of shares
specified in the SAR, as more particularly set forth in Section X.
(30) 'Subsidiary' means a corporation, partnership, joint venture,
or other entity in which the Corporation, directly or indirectly, owns a
50% or greater equity interest.
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(31) 'Terminate' means cease to be an employee, except by death, but
a change of employment from the Corporation or one affiliate to another
affiliate or to the Corporation shall not be considered a termination.
For purposes of this Program, the administrative authority may determine
that the time or date of termination is the day an employee resigns,
accepts employment with another employer or otherwise indicates an intent
to resign, which time or date need not necessarily be the last day on the
payroll.
(32) 'Terminate normally' for purposes of this Program means
terminate
(a) at normal retirement time for that employee, or
(b) with written approval of the administrative authority
given in the context of recognition that all or a specified portion
of the outstanding awards to that employee will not expire or be
forfeited or annulled because of such termination
and, in each such case, without being terminated for cause.
(33) 'Year' means calendar year.
III. Administration.
(1) The Board is the ultimate administrative authority for this Program,
with the power to conclusively interpret its provisions and decide all
questions of fact arising in its application. The Board may delegate its
authority pursuant to any provision of this Program to a committee which,
except in the case of the BCC, need not be a committee of the Board. Subject
to the authority of the Board or an authorized committee and excluding cases
involving the Chairman as grantee, the Chairman of the Board and persons acting
under his direction may serve as the administrative authority under this
Program for purposes of making determinations and interpretations in individual
cases.
(2) The Board and any committee acting as the administrative authority
under this Program can act by regulation, by making individual determinations,
or by both. The Chairman of the Board and persons designated by him can act as
the administrative authority under this Program only by making individual
determinations.
(3) All determinations and interpretations pursuant to the provisions of
this Program shall be binding and conclusive upon the individuals involved and
all persons claiming under them.
(4) With respect to reporting persons, transactions under this Program are
intended to comply with all applicable conditions of Rule 16b-3. To the extent
any provision of this Program or any action by an authority under this Program
fails to so comply, such provision or action shall, without further action by
any person, be deemed to be automatically amended to the extent necessary to
effect compliance with Rule 16b-3, provided that if such provision or action
cannot be amended to effect such compliance, such provision or action shall be
deemed null and void, to the extent
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permitted by law and deemed advisable by the appropriate authority. Each award
to a reporting person under this Program shall be deemed issued subject to the
foregoing qualification.
(5) An award under this Program is not transferable except, as provided in
the award, by will or the laws of descent and distribution, and is not subject
to attachment, execution, or levy of any kind. The designation by a grantee of
a designated beneficiary shall not constitute a transfer.
(6) Any rights with respect to an award granted under this Program
existing after the grantee dies are exercisable by the grantee's designated
beneficiary or, if there is no designated beneficiary, by the grantee's
personal representative.
(7) Except as otherwise provided herein, a particular form of award may be
granted to an eligible employee either alone or in addition to other awards
hereunder. The provisions of particular forms of award need not be the same
with respect to each recipient.
(8) If the administrative authority believes that a grantee (a) may have
engaged in detrimental activity or (b) may have accepted employment with
another employer or otherwise indicated an intent to resign, the authority may
suspend the exercise, vesting or settlement of all or any specified portion of
such grantee's outstanding awards pending an investigation of the matter.
(9) This Program and all action taken under it shall be governed by the
laws of the State of New York.
(10) Any award which was granted under a shareholder-approved plan and is
still outstanding shall be interpreted and administered in accordance with the
definitions and administrative provisions of this Program, including, without
limitation, Sections II through V hereof.
IV. Board Compensation Committee (BCC).
The Board shall appoint a BCC. The BCC shall consist of two or more
members of the Board, each of whom is a 'nonemployee director' within the
meaning of Rule 16b-3. No award may be granted to a member of the BCC.
V. Right to Grant Awards; Reserved Powers.
The Board is the ultimate granting authority for this Program, with the
power to select eligible employees for participation in this Program and to
make all decisions concerning the grant or amendment of awards. The Board may
delegate such authority in whole or in part (1) in the case of reporting
persons, to the BCC and (2) in the case of eligible employees who are not
reporting persons, to any committee.
VI. Term.
The term of this Program begins on the date shareholder approval of this
Program is obtained and ends on the tenth anniversary of that date.
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VII. Awards Grantable.
(1) Subject to the provisions of this Program, an award is grantable if,
should it be granted, the total number of shares effectively granted during the
year of the grant would not exceed seven tenths of one percent (0.7%) of the
total number of shares of Common Stock of the Corporation outstanding
(excluding shares held by the Corporation) on December 31 of the preceding
year.
(2) If the total number of shares effectively issued with respect to an
award is less than, or exceeds, the number of shares deemed effectively granted
with respect to such award, the balance of such shares shall be, respectively,
added to, or subtracted from, the maximum number of shares that may be
effectively granted as awards thereafter.
(3) If the total number of shares effectively granted as awards in any
year is less than the maximum number of shares that could have been so granted
pursuant to the provisions of this Program, the balance of such unused shares
shall be added to the maximum number of shares that may be effectively granted
as awards in the following year.
(4) In addition to the foregoing, shares surrendered to the Corporation in
payment of the exercise price or applicable taxes upon exercise or settlement
of an award may also be used thereafter for additional awards.
(5) Notwithstanding the foregoing provisions of this Section VII, the
total number of shares that may be effectively granted under stock options or
stock appreciation rights to any one grantee in any one calendar year may not
exceed two tenths of one percent (0.2%) of the total number of shares of Common
Stock of the Corporation outstanding (excluding shares held by the Corporation)
on December 31, 1996; provided, that such number of shares is doubled in
accordance with Section VIII to reflect a two-for-one split of the shares on
March 14, 1997.
VIII. Adjustments.
Whenever a stock split, stock dividend, or other relevant change in
capitalization which the administrative authority determines to be dilutive to
outstanding awards occurs,
(1) the number of shares that can thereafter be obtained under
outstanding awards and the purchase price per share, if any, under such
awards, and
(2) every number of shares used in determining whether a particular
award is grantable thereafter,
shall be appropriately adjusted.
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IX. Stock Options.
One or more grantable stock options can be granted to any eligible
employee. Each stock option so granted shall be subject to such terms and
conditions as the granting authority shall impose, which shall include the
following:
(1) The exercise price per share shall be specified by the grant,
but shall in no instance be less than 100 percent of fair market value at
the time of grant. Payment of the exercise price shall be made in cash,
shares, or other consideration in accordance with the terms of this
Program and any applicable regulations of the administrative authority in
effect at the time and valued at fair market value on the date of
exercise of the stock option.
(2) If the grantee has not terminated, the stock option shall become
exercisable at the time or times specified by the grant. If the grantee
has terminated before a stock option or portion thereof becomes
exercisable, that stock option or portion thereof shall be forfeited and
shall never become exercisable. Except as otherwise specified by the
grant, a stock option shall become immediately exercisable in full upon
the death of the grantee.
(3) Any stock option or portion thereof that is exercisable is
exercisable for the full amount or for any part thereof, except as
otherwise provided by the grant.
(4) Each stock option ceases to be exercisable, as to any share,
when the stock option is exercised to purchase that share, or when a
related SAR is exercised either by the holder or automatically in
accordance with its terms, or when the stock option expires. To the
extent an SAR included in a stock option is exercised, such stock option
shall be deemed to have been exercised and shall not be deemed to have
expired.
(5) A stock option or portion thereof that is exercisable shall
expire in the following situations:
(a) unless clauses (b), (c) or (d) below apply, it shall
expire at the earlier of:
(i) ten years after it is granted, or
(ii) any earlier time specified by the grant;
(b) if the grantee terminates, but does not terminate
normally, it shall expire at the time of termination;
(c) if the grantee is determined to have engaged in
detrimental activity, it shall expire as of the date of such
determination; or
(d) if the grantee dies, it shall expire at the earlier
of:
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(i) five years after the grantee's death, or
(ii) any earlier time specified by the grant;
but, in any case, no later than ten years after it is granted.
(6) If a grantee terminates other than normally, (a) the
administrative authority may refuse to deliver shares in settlement of
any pending stock option exercise and (b) the granting authority may
require the grantee to repay to the Corporation an amount equal to the
spread on any stock option exercised by the grantee during the six-month
period immediately preceding such termination. For purposes of the
foregoing subsection (6)(b), 'spread' means the difference between the
aggregate stock option exercise price and the fair market value of the
underlying shares on the date such option is exercised.
(7) All stock options granted hereunder are hereby designated as
ISOs except to the extent otherwise specified by the grant and except to
the extent otherwise specified in this Section IX(7). To the extent that
the aggregate fair market value of shares with respect to which stock
options designated as ISOs are exercisable for the first time by any
grantee during any year (under all plans of the Corporation and any
affiliate thereof) exceeds $100,000, such stock options shall be treated
as not being ISOs. The foregoing shall be applied by taking stock options
into account in the order in which they were granted. For the purposes of
the foregoing, the fair market value of any share shall be determined as
of the time the stock option with respect to such share is granted. In
the event the foregoing results in a portion of a stock option
designated as an ISO exceeding the above $100,000 limitation, only such
excess shall be treated as not being an ISO.
For each year in which this Program is in effect, the number of
shares that may be effectively granted as ISOs may not exceed seven
tenths of one percent (0.7%) of the total number of shares of Common
Stock of the Corporation outstanding (excluding shares held by the
Corporation) on the December 31 preceding the date on which shareholder
approval of this Program is obtained; provided, that beginning with the
year 1998, the annual number of shares determined as aforesaid shall be
doubled in accordance with Section VIII to reflect a two-for one split of
the shares on March 14, 1997. If the number of shares effectively
granted as ISOs in any year is less than the number of shares that could
have been so granted pursuant to this paragraph, the balance of such
unused shares may be added to the maximum number of shares that may be
effectively granted as ISOs the following year.
A stock option designated as an ISO, or portion thereof, that fails
or ceases to qualify as such under the Code shall otherwise remain valid
according to its terms as a non-ISO under this Program.
X. Stock Appreciation Rights.
(1) An SAR may be granted to an eligible employee as a separate award
hereunder. Any such SAR shall be subject to such terms and conditions as the
granting authority shall impose, which shall
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include provisions that (a) such SAR shall entitle the holder thereof, upon
exercise thereof in accordance with such SAR and the regulations of the
administrative authority, to receive from the Corporation that number of shares
having an aggregate value equal to the excess of the fair market value, at the
time of exercise of such SAR, of one share over the exercise price per share
specified by the grant of such SAR (which shall in no instance be less than 100
percent of fair market value at the time of grant) times the number of shares
specified in such SAR, or portion thereof, which is so exercised; and (b) such
SAR shall be exercisable, or be forfeited or expire, upon the same conditions
set forth for freestanding options in Section IX, paragraphs (2), (3), (4),
(5), and (6).
(2) Any stock option granted under this Program may include an SAR, either
at the time of grant or by amendment. An SAR included in a stock option shall
be subject to such terms and conditions as the granting authority shall impose,
which shall include provisions that (a) such SAR shall be exercisable to the
extent, and only to the extent, the stock option is exercisable; and (b) such
SAR shall entitle the optionee to surrender to the Corporation unexercised the
stock option in which the SAR is included, or any portion thereof, and to
receive from the Corporation in exchange therefor that number of shares having
an aggregate value equal to the excess of the fair market value, at the time of
exercise of such SAR, of one share over the exercise price specified in such
stock option times the number of shares specified in such stock option, or
portion thereof, which is so surrendered.
(3) In lieu of the right to receive all or any specified portion of such
shares, an SAR may entitle the holder thereof to receive the cash equivalent
thereof as specified by the grant.
(4) An SAR may provide that such SAR shall be deemed to have been
exercised at the close of business on the business day preceding the expiration
of such SAR or the related stock option, if any, if at such time such SAR has
positive value and would have expired in accordance with the conditions set
forth in Section IX(5)(a).
Xl. Restricted Stock.
(1) An award of restricted stock may be granted hereunder to an eligible
employee, for no cash consideration, for such minimum consideration as may be
required by applicable law, or for such other consideration as may be specified
by the grant. The terms and conditions of restricted stock shall be specified
by the grant.
(2) Any restricted stock issued hereunder may be evidenced in such manner
as the administrative authority in its sole discretion shall deem appropriate,
including, without limitation, book-entry registration or issuance of a stock
certificate or certificates. In the event any stock certificate is issued in
respect of shares of restricted stock awarded hereunder, such certificate shall
bear an appropriate legend with respect to the restrictions applicable to such
award.
(3) Except as otherwise specified by the grant, if a holder of record of
restricted stock terminates, but does not terminate normally, all shares of
restricted stock (whether or not stock certificates have been issued) then held
by such holder and then subject to restriction shall be forfeited by such
holder and reacquired by the Corporation. Except as otherwise specified by the
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grant, if a holder of record of restricted stock terminates normally or dies,
any and all remaining restrictions with respect to such restricted stock shall
expire. Notwithstanding the foregoing, if a holder of record of restricted
stock is determined to have engaged in detrimental activity, all shares of
restricted stock (whether or not stock certificates have been issued) then held
by such holder and then subject to restriction shall be forfeited by such
holder as of the date of such determination and shall be reacquired by the
Corporation.
XII. Performance Awards.
(1) Performance awards may be granted hereunder to an eligible employee,
for no cash consideration, for such minimum consideration as may be required by
applicable law, or for such other consideration as may be specified by the
grant. The terms and conditions of performance awards, which may include
provisions establishing performance periods, performance criteria to be
achieved during a performance period, and maximum or minimum settlement values,
shall be specified by the grant.
(2) Performance awards may be valued by reference to the value of Common
Stock of the Corporation or according to any other formula or method.
Performance awards may be paid in cash, shares, or other consideration, or any
combination thereof. The extent to which any applicable performance criteria
have been achieved shall be conclusively determined by the administrative
authority. Performance awards may be payable in a single payment or in
installments and may be payable at a specified date or dates or upon attaining
performance criteria.
(3) Except as otherwise specified by the grant, if the grantee terminates,
but does not terminate normally, any performance award or installment thereof
not payable prior to the grantee's termination shall be annulled as of the date
of termination. If the grantee is determined to have engaged in detrimental
activity, any performance award or installment thereof not payable prior to the
date of such determination shall be annulled as of such date.
XIII. Incentive Shares.
(1) An incentive award may be granted hereunder in the form of shares.
Incentive shares may be granted to an eligible employee for no cash
consideration, for such minimum consideration as may be required by applicable
law, or for such other consideration as may be specified by the grant. The
terms and conditions of incentive shares shall be specified by the grant.
(2) Incentive shares may be paid to the grantee in a single installment or
in installments and may be paid at the time of grant or deferred to a later
date or dates. Each grant shall specify the time and method of payment as
determined by the granting authority, provided that no such determination shall
authorize delivery of shares to be made later than the tenth anniversary of the
grantee's date of termination. The granting authority, by amendment of the
grant prior to delivery, can modify the method of payment for any incentive
shares, provided that the delivery of any incentive shares shall be completed
not later than the tenth anniversary of the grantee's date of termination.
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(3) If any incentive shares are payable after the grantee dies, such
shares shall be payable (a) to the grantee's designated beneficiary or, if
there is no designated beneficiary, to the grantee's personal representative,
and (b) either in the form specified by the grant or otherwise, as may be
determined by the administrative authority.
(4) Any grant of incentive shares is provisional, as to any share, until
delivery of the certificate representing such share. If, while the grant is
provisional,
(a) the grantee terminates, but does not terminate normally, or
(b) the grantee is determined to have engaged in detrimental
activity,
the grant shall be annulled as of the date of termination, or the date of such
determination, as the case may be.
XIV. Dividend Equivalent Rights; Interest Equivalents.
(1) A DER may be granted hereunder to an eligible employee, as a component
of another award or as a separate award. The terms and conditions of DERs shall
be specified by the grant. Dividend equivalents credited to the holder of a DER
may be paid currently or may be deemed to be reinvested in additional shares
(which may thereafter accrue additional dividend equivalents). Any such
reinvestment shall be at fair market value at the time thereof. DERs may be
settled in cash or shares or a combination thereof, in a single installment or
installments. A DER granted as a component of another award may provide that
such DER shall be settled upon exercise, settlement, or payment of, or lapse of
restrictions on, such other award, and that such DER shall expire or be
forfeited or annulled under the same conditions as such other award. A DER
granted as a component of another award may also contain terms and conditions
different from such other award.
(2) Any award under this Program that is settled in whole or in part in
cash on a deferred basis may provide by the grant for interest equivalents to
be credited with respect to such cash payment. Interest equivalents may be
compounded and shall be paid upon such terms and conditions as may be specified
by the grant.
XV. Other Awards.
Other forms of award based on, payable in or otherwise related in whole or
in part to shares may be granted to an eligible employee under this Program if
the granting authority determines that such awards are consistent with the
purposes and restrictions of this Program. The terms and conditions of such
awards shall be specified by the grant. Such awards shall be granted for no
cash consideration, for such minimum consideration as may be required by
applicable law, or for such other consideration as may be specified by the
grant.
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XVI. Amendments to This Program.
The Board can from time to time amend or terminate this Program, or any
provision hereof, except that approval of the shareholders of the Corporation
shall be required for any amendment (1) to increase the maximum number of
shares that may be effectively granted as awards hereunder; (2) to decrease the
minimum exercise price per share of a stock option or SAR; or (3) for which
such approval is otherwise necessary to comply with any applicable law,
regulation, or listing requirement, or to qualify for an exemption or
characterization that is deemed desirable by the Board.
XVII. Amendments to Awards.
Any award which was granted under a shareholder-approved plan and is still
outstanding may, subject to any requirements of applicable law or regulation,
be amended by action of the granting authority so as to incorporate in that
award any terms that might have been incorporated in an award under this
Program.
XVIII. Withholding Taxes.
The Corporation shall have the right to deduct from any cash payment made
under this Program any federal, state or local income or other taxes required
by law to be withheld with respect to such payment. It shall be a condition to
the obligation of the Corporation to deliver shares or securities of the
Corporation upon exercise of a stock option or SAR, upon settlement of a
performance award or DER, upon delivery of restricted stock or incentive
shares, or upon exercise, settlement, or payment of any other award under this
Program, that the grantee of such award pay to the Corporation such amount as
may be requested by the Corporation for the purpose of satisfying any liability
for such withholding taxes. Any award under this Program may provide by the
grant that the grantee of such award may elect, in accordance with any
applicable regulations of the administrative authority, to pay a portion or
all of the amount of such minimum required or additional permitted withholding
taxes in shares. The grantee shall authorize the Corporation to withhold, or
shall agree to surrender back to the Corporation, on or about the date such
withholding tax liability is determinable, shares previously owned by such
grantee or a portion of the shares that were or otherwise would be distributed
to such grantee pursuant to such award having a fair market value equal to the
amount of such required or permitted withholding taxes to be paid in shares.
XIX. Grant of Awards to Employees Who are Foreign Nationals.
Without amending this Program, but subject to the limitations specified in
Sections III(4) and XVI, the granting authority can grant or amend, and the
administrative authority can administer, annul, or terminate, awards to
eligible employees who are foreign nationals on such terms and conditions
different from those specified in this Program as may in its judgment be
necessary or desirable to foster and promote achievement of the purposes of
this Program.
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