Exhibit 10(iii)(e)
EXXON CORPORATION
SHORT TERM INCENTIVE PROGRAM
(as amended May 28, 1997)
I. Purpose. The Short Term Incentive Program in intended to help
maintain and develop strong management through incentive awards to key
employees of the Corporation and certain of its affiliates 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 bonus, bonus unit, or other incentive 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.
(6) "Bonus" means an award granted under this Program which may
be payable in cash or other consideration as specified by the grant.
(7) "Bonus unit" means an award granted under this Program to
receive from the Corporation an amount of cash or other consideration not
to exceed the maximum settlement value and based upon a measurement for
valuation as specified by the grant. The term bonus unit includes, but is
not limited to, earnings bonus units.
(8) "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.
(9) "Corporation" means Exxon Corporation, a New Jersey
corporation.
(10) "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.
(11) "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.
(12) "Earnings bonus unit," hereinafter sometimes called an "EBU,"
means a bonus unit granting the right to receive from the Corporation at
the settlement date specified by the grant, or at a later payment date so
specified, an amount of cash equal to the Corporation's cumulative
consolidated earnings per common share as reflected in its quarterly
earnings statements as initially published commencing with earnings for the
first full quarter following the date of grant to and including the last
full quarter preceding the date of settlement, but the amount of such
settlement shall not exceed the maximum settlement value specified by the
grant.
(13) "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.
(14) "Employee" means an employee of the Corporation or an
affiliate.
(15) "Grantee" means a recipient of an award under this Program.
(16) "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.
(17) "Reporting person" means a person subject to the reporting
requirements of Section 16 with respect to equity securities of the
Corporation.
(18) "Section 16" means Section 16 of the Securities Exchange Act
of 1934, together with the rules and interpretations thereunder, as in
effect from time to time.
(19) "Subsidiary" means a corporation, partnership, joint
venture, or other entity in which the Corporation, directly or indirectly,
owns a 50% or greater equity interest.
(20) "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
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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.
(21) "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.
(22) "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
individual employees involved and all persons claiming under them.
(4) It is intended that this Program shall not be subject to the
provisions of Section 16 and that awards granted hereunder shall not be
considered equity securities of the Corporation within the meaning of
Section 16. Accordingly, no award under this Program shall be payable in
any equity security of the Corporation. In the event an award to a
reporting person under this Program should be deemed to be an equity
security of the Corporation within the meaning of Section 16, such award
may, to the extent permitted by law and deemed advisable by the granting
authority, be amended so as not to constitute such an equity security or be
annulled. Each award to a reporting person under this Program shall be
deemed issued subject to the foregoing qualification.
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(5) An award under this Program is not transferable prior to
payment or settlement except, as provided in the award, by will or the laws
of descent and distribution, and is not subject, in whole or in part, to
attachment, execution, or levy of any kind. The designation by a grantee
of a designated beneficiary shall not constitute a transfer.
(6) The grantee's designated beneficiary or, if there is no
designated beneficiary, the grantee's personal representative shall be
entitled to any remaining rights with respect to an award granted under this
Program existing after the grantee dies.
(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 delivery, 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.
IV. Annual Ceiling. In respect to each year under the Program, the BCC
shall, pursuant to authority delegated by the Board, establish a ceiling on
the aggregate dollar amount that can be awarded hereunder. With respect to
bonuses granted in a particular year under the Program, the sum of:
(1) the aggregate amount of bonuses in cash, and
(2) the aggregate maximum settlement value of bonuses in any form
of bonus unit shall not exceed such ceiling.
The BCC may revise the ceiling as it deems appropriate.
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 to a committee which, except in the case of the
BCC, need not be a committee of the Board.
VI. Term. The term of this Program begins on November 1, 1993 and shall
continue until terminated by the Board.
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VII. Bonuses Grantable. A bonus is grantable in respect of any year
to any eligible employee during such year if, should it be granted, the
aggregate amount of the bonuses granted in respect of that year will not
exceed the ceiling established from time to time by the BCC. In this
connection, each bonus granted ceases to be effectively granted to the extent
that the grant is annulled. No award may be granted to a member of the BCC.
VIII. Form of Bonus. Subject to Section III(4), a grantable bonus can be
granted to any eligible employee in respect of any year either wholly in cash,
bonus units, or other consideration, or partly in two or more such forms.
IX. Settlement of Bonuses. Each grant shall specify the time and method
of settlement as determined by the granting authority, provided that no such
determination shall authorize settlement to be made later than the tenth
anniversary of the grantee's date of termination. Each grant, any portion of
which is granted in bonus units, shall specify as the regular method of
settlement for that portion a settlement date, which may be accelerated to an
earlier time as specified by the grant, provided, however, whether or not the
settlement date has been accelerated, payment of cash to the grantee to
complete such settlement may be postponed, by the grant, so long as such
payment is not postponed beyond the tenth anniversary of the grantee's date of
termination. The granting authority, by amendment of the grant prior to
payment or delivery, can modify any method of settlement for any bonus or
portion thereof, provided that the settlement of any bonus shall be completed
by the payment of any cash not later than the tenth anniversary of the
grantee's date of termination.
X. Installments Payable After Death. If any bonus or installment
thereof is payable after the grantee dies, it shall be payable
(1) to the grantee's designated beneficiary or, if there is no
designated beneficiary, to the grantee's personal representative, and
(2) either in the form specified by the grant or otherwise, as
may be determined in the individual case by the administrative
authority.
XI. Interest Equivalents. With respect to the relevant portion of a
bonus granted in cash for delivery more than six months after the date of
grant, there shall be credited to the grantee an amount equivalent to interest
(which may be compounded) as specified by the grant with respect to the period
beginning at the date of grant and ending on the date as specified by the
grant. The rate of interest, if any, credited to the grantee shall be
determined from time to time by the BCC.
With respect to the relevant portion of a bonus granted in bonus
units the payment of cash in settlement of which is postponed more than six
months after the settlement date, there shall be credited to the grantee an
amount equivalent to interest (which may be
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compounded) as specified by the grant. The rate of interest, if any, credited
to the grantee shall be determined from time to time by the BCC.
Such credits for interest equivalents shall not be included in any
computation made for purposes of any ceiling established by the BCC pursuant
to Section IV.
When a bonus in cash is paid, any interest equivalents so credited
on the cash shall be paid. When a bonus in units is paid, any interest
equivalents so credited on the units shall be paid.
XII. Annulment of Grant. The grant of any bonus or portion thereof is
provisional until cash or other consideration is paid in settlement thereof,
except to the extent the granting authority shall have declared the bonus to
be vested and nonforfeitable. If, while the grant is provisional,
(1) the grantee terminates but does not terminate normally, or
(2) the grantee is determined to have engaged in detrimental
activity, the grant shall be annulled as of the time of termination, or
the date such activity is determined to be detrimental, as the case may
be.
XIII. Amendments to this Program. The Board can from time to time amend
or terminate this Program, or any provision hereof.
XIV. Amendments to Awards. The granting authority may amend any
outstanding award under this Program to incorporate any terms that could then
be incorporated in a new award under this Program.
XV. 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. In the case of a payment under this Program other than cash, the
grantee will pay to the Corporation such amount of cash as may be requested by
the Corporation for purpose of satisfying any liability for such withholding
taxes.
XVI. Grant of Awards to Employees Who Are Foreign Nationals. Without
amending this Program, but subject to the limitations specified in Section
III(4), 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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