CHEVRON CORPORATION
SALARY DEFERRAL PLAN
FOR MANAGEMENT EMPLOYEES
(Including March 29, 2000 Amendments)
1. ESTABLISHMENT AND PURPOSE.
Chevron Corporation (the "Corporation") hereby establishes the Chevron
Corporation Salary Deferral Plan for Management Employees (the "Plan"),
effective January 1, 1997, to enhance the ability of the Corporation and its
Subsidiaries to attract, motivate and retain executive and other key employees.
This Plan is intended to qualify as an unfunded ERISA pension plan maintained by
an employer for a select group of management or highly compensated employees, as
described in 26 C.F.R. ss. 2520.104-23(d).
2. DEFINITIONS.
For purposes of the Plan, the following terms shall have the meanings
set forth below:
(a) "Account" means the bookkeeping account maintained on behalf of a
Participant to which shall be credited any amount deferred pursuant to a
deferral election under Section 5.
(b) "Beneficiary" means the person designated as such by the
Participant pursuant to Section 11(b).
(c) "Board" means the Board of Directors of the Corporation.
(d) "Change in Control" means a `change in control' as that term is
defined in Article VI of the bylaws of the Corporation, as such bylaws may be
amended from time to time.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the Committee appointed by the Board to
administer the Plan as provided in Section 3.
(g) "Corporation" means Chevron Corporation, a Delaware corporation, or
any successor corporation.
(h) "Eligible Employee" means an executive or other key employee
(including an officer, whether or not a director) of the Corporation or a
Subsidiary who holds a position of significant responsibility or whose
performance or potential contribution, in the judgment of the
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Committee, would benefit the future success of the Corporation and who is
designated by the Committee as eligible to participate in the Plan.
(i) "Employee" means an individual who is a salaried employee on the
payroll of the Corporation or any Subsidiary.
(j) "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
(k) "Participant" means an Eligible Employee who elects to participate
in the Plan.
(l) "Plan" means the Chevron Corporation Salary Deferral Plan for
Management Employees, as set forth herein and as amended from time to time.
(m) "Plan Year" means the calendar year.
(n) "Subsidiary" means any corporation or entity in which the
Corporation directly or indirectly controls more than 50% of the total voting
power of all classes of its stock having voting powers and which the Board has
designated as a Subsidiary for purposes of the Plan.
3. ADMINISTRATION.
(a) The Committee.
The Plan shall be administered by the Management Compensation Committee
of the Board, or any successor thereto. The Board may at any time replace the
Management Compensation Committee with another Committee.
(b) Actions by the Committee.
The Committee shall hold meetings at such times and places as it may
determine. Acts approved by a majority of the members of the Committee present
at a meeting at which a quorum is present, or acts reduced to or approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.
(c) Powers of the Committee.
The Committee shall have the authority to administer the Plan in its
sole discretion. To this end, the Committee is authorized to construe and
interpret the Plan, to promulgate, amend and rescind Rules relating to the
implementation of the Plan and to make all other determinations necessary or
advisable for the administration of the Plan, including the selection of
Employees who shall be eligible to participate in the Plan. Subject to the
requirements of applicable law, the Committee may designate persons other than
members of the Committee to carry out its responsibilities and may prescribe
such conditions and limitations as it may deem appropriate. Any determination,
decision or action of the Committee in connection with the construction,
interpretation, administration, or application of the Plan shall be final,
conclusive and binding
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upon all persons participating in the Plan and any person validly claiming under
or through persons participating in the Plan.
(d) Liability of Committee Members.
No member of the Board or the Committee will be liable for any action
or determination made in good faith by the Board or the Committee with respect
to the Plan.
(e) Within 30 days after the occurrence of a Change in Control, the
Committee shall appoint an independent organization which shall thereafter
administer the Plan and have all of the powers and duties formerly held and
exercised by the Committee pursuant to Section 3(c) with respect to the Plan.
Upon such appointment, the Committee shall cease to have any responsibility with
respect to the administration of the Plan.
4. PARTICIPATION.
Each Eligible Employee may elect to become a Participant in the Plan by
electing to defer base salary under the Plan in accordance with Section 5.
5. DEFERRAL ELECTION.
Each Eligible Employee shall be entitled to elect to defer either a
percentage of his or her base salary for each Plan Year or all of his or her
base salary attributable to the amount of his or her base salary rate in excess
of $1 million annually. This election shall be made by filing a form prescribed
by the Committee before the first day of the Plan Year. Each Participant must
indicate on such form whether he or she is electing to defer all of his or her
compensation in excess of a base salary rate in excess of $1 million annually or
to defer a percentage of his or her base salary for each Plan Year. The
following rules shall apply in the case of elections to defer a percentage of
compensation for a Plan Year:
(i) Each Participant must indicate on such form the percentage
of base salary he or she elects to defer for that Plan Year, expressed
in increments of five percent (5%).
(ii) The minimum amount that a Participant may defer in any
Plan Year is five percent (5%) of base salary.
(iii) The maximum amount that a Participant may defer in any
Plan Year is the lesser of (A) fifty percent (50%) of base salary or
(B) the amount of the Participant's base salary in excess of the
limitation on earnings imposed under section 401(a)(17) of the Code for
the applicable Plan Year.
A deferral election shall be null, void and without effect if at the
time of making the deferral election the Participant fails to also submit to the
Committee an investment election form indicating the Participant's election to
have the value of the Participant's Account determined by crediting it with such
earnings, gains and losses as would have accrued had the Account actually been
invested and reinvested in one or more of the following funds maintained
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in the Savings component of the Chevron Corporation Profit Sharing/Savings Plan.
This investment election shall be made in whole percentages totaling 100% of the
deferred amount. These funds are as follows:
Chevron Stock Fund
Short-Term Income Fund
Long-Term Income Fund
Balanced Fund
Diversified Equity Fund
Value Stock Fund
Growth Stock Fund
Small Cap Stock Fund
International Stock Fund
If an investment fund is eliminated from the Savings component of the Profit
Sharing/Savings Plan, the value of the portion of the Participant's Account that
the Participant previously had elected be determined with reference to such
investment fund shall thereafter be determined by the Committee in its sole
discretion.
Once each calendar year a Participant may elect to transfer amounts
credited to his or her Account among any of the available investment funds by
following the procedures prescribed by the Committee for this purpose. Transfers
between funds shall be effective on the last business day of the calendar
quarter in which the election is received, provided that the election is
received on or before the business day immediately preceding the last business
day of that quarter. Any election received after the business day immediately
preceding the last business day of a calendar quarter shall be effective on the
last business day of the following calendar quarter.
If no form is filed, the Eligible Employee will be deemed to have made
no deferral election for that Plan Year and shall not be a Participant in the
Plan for the Plan Year. Each deferral election filed with the Committee shall
become irrevocable on the date it is filed; provided, however that an Eligible
Employee may suspend his or her deferral election at any time during a Plan Year
by giving notice of suspension to the Committee. Such suspension shall be
effective with respect to base salary earned in the first payroll period
commencing after the date the suspension notice is received by the Committee.
Any other provision of this Plan to the contrary notwithstanding, a
Participant's deferral election shall be null, void and without effect if the
Committee determines that under the laws of the country or countries in which
the Participant is currently subject to income taxation the deferral election
would not be recognized for purposes of determining the Participant's income tax
liability. The foregoing sentence shall not apply if the Participant is on an
"expatriate assignment" (as determined by the Committee) and the Committee
determines that under the laws of the Participant's home country the deferral
election would be recognized for purposes of determining the Participant's tax
liability.
The foregoing notwithstanding, in the event of a Change in Control in
which the
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Corporation and any successor corporation ceases to be a publicly held
corporation, the Chevron Stock Fund shall be converted to a dollar value
determined with reference to the consideration received by holders of a share of
common stock of the Corporation in the transaction constituting the Change in
Control and thereafter such amounts shall be credited to the Balanced Fund.
6. TIME OF DISTRIBUTION.
(a) Distribution of a Participant's Account shall be made at such time
or times as the Committee shall determine in its sole discretion. In order to
assist the Committee in making such determinations, the following procedures are
established:
(i) Unless the Committee approves a Participant's distribution
request pursuant to Section 6(b), distribution shall commence in the
first January, April, July or October that is at least 12 months after
the date of the Participant's termination of employment and shall be
made in ten approximately equal annual installments.
(ii) At any time prior to the termination of a Participant's
employment with the Corporation and its Subsidiaries Participant may
make a request for distribution at the time described in (A) or (B)
below by filing the prescribed form with the Committee. A Participant
may make only one such request at any time and may not make such a
request after termination of employment with the Corporation and its
Subsidiaries. Distribution shall be made in accordance with such
request, unless the Committee has disapproved the Participant's request
or has determined that the distribution shall be made at some other
time; provided, however, that no distribution may be made pursuant to
such request within the 12-month period commencing on the date the
request is filed with the Committee and any distribution scheduled to
be made pursuant to Section 6(a)(i) within the 12-month period
commencing on the date the request is filed with the Committee shall be
made in accordance with the schedule determined pursuant to Section
6(a)(i) and without regard to the request made pursuant to this Section
6(a)(ii):
(A) In a lump sum in any January, April, July or
October after the Participant's termination of employment with
the Corporation and its Subsidiaries, but not later than the
first January after the later of the date the Participant
attains age 70 1/2 or the date the Participant's employment
with the Corporation and its Subsidiaries terminates; or
(B) In fifteen or fewer annual installments,
commencing in any January, April, July or October after the
Participant's termination of employment with the Corporation
and its Subsidiaries, but not later than the later of the
first January after the date the Participant attains age 70
1/2 or the date the participant's employment with the
Corporation and its Subsidiaries terminates.
(b) The time of distribution pursuant to the request made by a
Participant under Section 6(a)(ii) or pursuant to a distribution scheduled to be
made pursuant to Section 6(a)(i) may only be changed by the Committee. The
Participant may request such a change by writing
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to the Committee setting forth the Participant's reason for such request. The
Committee shall approve such distribution only upon a showing of hardship or
significantly changed circumstances, based on substantial evidence. Any
distribution so requested must be consistent with Section 6(a)(ii)(A) or (B)
above.
(c) Distributions Prior to Termination of Employment. A Participant may
request distribution of all or a portion of the amounts credited to the
Participant's Deferred Account prior to the date of termination of the
Participant's employment with the Corporation. Such request shall be made in
writing to the Committee and shall set forth the reason for such request. The
Committee shall approve such distribution only upon a showing of hardship or
significantly changed circumstances, based on substantial evidence.
(d) Committee Guidelines. From time to time the Committee may establish
guidelines for its own use in determining what requests made pursuant to Section
6(a) shall be disapproved, and what requests pursuant to Section 6(b) above
shall be approved, but such guidelines shall not in any way limit the
Committee's sole discretion to determine the time of distribution of a
Participant's Account.
(e) Employment with Affiliates. For purposes of this Section 6,
employment with Aramco, Caltex, Amoseas, CPI or any other affiliate of the
Corporation which is designated for this purpose by the Committee shall
constitute employment with the Corporation or a Subsidiary for the purpose of
determining whether a Participant has terminated employment.
(f) Any other provision of this Section 6 to the contrary
notwithstanding, in the event of a Change in Control, to the extent such
elections may be made without causing constructive receipt of income for tax
purposes, Participants who previously had made deferral elections shall be given
an opportunity to receive a current distribution of their deferred amounts.
7. DEATH OF PARTICIPANT.
In the event of the death of the Participant, the Participant's Account
shall be paid to the Participant's Beneficiary at such time as the Committee
shall determine in its sole discretion.
8. FORM AND VALUE OF DISTRIBUTION.
(a) Establishment of Account.
An amount deferred pursuant to a deferral election shall be credited to
a separate bookkeeping Account for the Participant. The value of a Participant's
Account shall be determined with reference to the Participant's investment and
investment transfer elections made pursuant to Section 5.
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(b) Distribution of Account.
The Participant's Account shall be distributed in cash at the time
determined in Section 6; provided, however, that amounts attributable to the
portion of the Participant's Account which the Participant had elected to have
valued with reference to the Chevron Stock Fund shall be distributed in shares
of Common Stock. If a distribution is to be made in a lump sum, the Account
shall be paid in its entirety. If a distribution is to be made in installments,
the amount of each annual installment shall be determined by dividing the
balance of the Account by the number of annual payments remaining to be made.
The value of the Account shall continue to be determined with reference to the
investment funds elected by the Participant until the entire Account is
distributed.
9. AMENDMENT OR TERMINATION OF THE PLAN.
Except as otherwise provided in this Section 9, the Board may amend,
suspend or terminate the Plan at any time. In the event of such termination, the
Accounts of Participants shall be paid at such times and in such forms as shall
be determined pursuant to Section 6, unless the Board prescribes a different
time or times for payment of such Accounts. No amendment, suspension or
termination (other than an amendment to discontinue future salary deferrals)
approved by the Board after six months prior to the public announcement of a
proposed transaction which, when effected, is a Change in Control or before the
date which is two years after the date of a Change in Control (the `Benefit
Protection Period') shall be valid or effective if such amendment, suspension or
termination would alter the terms of these resolutions or adversely affect the
amount of a Participant's Account under the Plan, whether or not the
Participant's employment had terminated at the time the amendment, suspension or
termination was approved; provided, however, any amendment, suspension or
termination may be effected, even if so approved after such a public
announcement, if (a) the amendment, suspension or termination is approved after
any plans have been abandoned to effect the transaction which, if effected,
would have constituted a Change in Control and the event which would have
constituted the Change in Control has not occurred, and (b) within a period of
six months after such approval, no other event constituting a Change in Control
shall have occurred, and no public announcement of a proposed event which would
constitute a Change in Control shall have been made, unless thereafter any plans
to effect the Change in Control have been abandoned and the event which would
have constituted the Change in Control has not occurred. Any amendment,
suspension or termination of the Plan which is so approved prior to a Change in
Control at the request of a third party who effectuates a Change in Control
shall be deemed to be an amendment, suspension or termination approved during
the Benefit Protection Period.
10. GENERAL.
(a) No Right of Employment.
Nothing contained in the Plan nor any action of the Committee pursuant
to the Plan shall give any employee any right to remain in the employ of the
Corporation or to impair the Corporation's right to terminate the employment of
any employee at any time, with or without cause, which right is hereby reserved.
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(b) Designation of Beneficiaries.
Participants may designate on the prescribed form one or more
Beneficiaries to whom distribution shall be made of any outstanding Account
balance at the time of the Participant's death. A Participant may change such
designation at any time by filing the prescribed form with the Committee. If a
Beneficiary has not been designated or if no designated Beneficiary survives the
Participant, distribution will be made to the Participant's surviving spouse as
Beneficiary if then living or, if not, in equal shares to the then living
children of the Participant as Beneficiaries or, if none, to the Participant's
estate as Beneficiary.
(c) Domestic Relations Orders.
The procedures established by the Corporation for the determination of
the qualified status of domestic relations orders and for making distributions
under qualified domestic relations orders, as provided in Section 206(d) of
ERISA, shall apply to the Plan.
(d) Costs of the Plan.
The costs and expenses of administering the Plan shall be borne by the
Corporation.
(e) Severability.
The provisions of the Plan shall be deemed severable and the validity
or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
(f) Binding Effect of Plan.
The Plan shall be binding upon and shall inure to the benefit of the
Corporation, its successors and assigns, and the Corporation shall require any
successor or assign to expressly assume and agree to perform the Plan in the
same manner and to the same extent that the Corporation would be required to
perform it if no such succession or assignment had taken place. The term "the
Corporation" as used herein shall include such successors and assigns. The term
"successors and assigns" as used herein shall mean a corporation or other entity
acquiring all or substantially all the assets and business of the Corporation
(including the Plan) whether by operation of law or otherwise.
(g) No Waiver of Breach.
No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of the Plan to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions of conditions at the same or at any prior or subsequent
time.
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(h) No Assignment.
The interest and property rights of any Participant under the Plan
shall not be subject to option nor be assignable either by voluntary or
involuntary assignment or by operation of law, including (without limitation)
bankruptcy, garnishment, attachment or other creditor's process, and any act in
violation of this Section 10(i) shall be void.
(i) Applicable Law.
The Plan shall be administered, construed and governed in accordance
with ERISA and, to the extent not preempted by ERISA, the laws of the State of
California.
(j) Participant's Rights Unsecured.
This Plan is not intended and shall not be construed to require the
Corporation to fund any of the benefits provided hereunder or to establish a
trust for such purpose. The interest under the Plan of any Participant and such
Participant's right to receive a distribution of his or her Account shall be an
unsecured claim against the general assets of the Corporation. The Account shall
be a bookkeeping entry only and no Participant shall have any interest in or
claim against any specific asset of the Company pursuant to the Plan.
(k) Authority to Establish a Grantor Trust.
The Committee is authorized in its sole discretion to establish a
grantor trust for the purpose of providing security for the payment of benefits
under the Plan; provided, however, that no Participant shall be considered to
have a beneficial ownership interest (or any other sort of interest) in any
specific asset of the Corporation or of its subsidiaries or affiliates as a
result of the creation of such trust or the transfer of funds or other property
to such trust.
(l) Other Benefit Plans.
To the extent permitted by applicable law, a Participant's deferral
elections made pursuant to this Plan shall be disregarded for purposes of
determining the Participant's benefits under any other benefit plan or program
established or maintained by the Corporation or its Subsidiaries.
11. EXECUTION.
To record the adoption of the Chevron Corporation Salary Deferral Plan
for Management Employees to read as set forth herein effective January 1, 1997,
Chevron Corporation has caused its authorized officer to affix the corporate
name hereto this ____ day of ___________________, 1996.
CHEVRON CORPORATION
By _________________
Attest: ______________