Exhibit 10.1
Excerpt from Long-Term Incentive Plan of 2004
1. General Description
The Long-Term Incentive Plan of 2004 provides for granting Nonqualified
Stock Options, Restricted Stock Awards, Performance Shares and Performance
Restricted Stock Awards. The Plan succeeds the Unocal Long-Term Incentive Plan
of 1998.
2. Definitions
The following definitions shall be applicable throughout the Plan but
shall not be deemed to apply in other contexts unless specifically provided
otherwise:
a. "Award" means, individually or collectively, any Nonqualified Stock
Option, Restricted Stock Award, Performance Share Award or Performance
Restricted Stock Award.
.. . .
e. "Change of Control" means:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")(a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (A) the then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (B) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this paragraph (i), the following
acquisitions shall not constitute a Change of Control: (A) any acquisition
directly from the Company, (B) any acquisition by the Company, (C) any
acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or any entity controlled by the Company or (D) any
acquisition by any entity pursuant to a transaction which complies with clauses
(A), (B) and (C) of paragraph (iii) of this Section 2(e); or
(ii) Individuals who, as of February 10, 2004, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to February 10, 2004 whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Company or the acquisition of assets of another entity (a
"Business Combination"), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, an
entity which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) (the "Resulting Entity") in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be, (B) no Person (excluding any Resulting Entity or any employee
benefit plan (or related trust) of the Company or such Resulting Entity)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the Resulting Entity or the combined
voting power of the then outstanding voting securities of such entity except to
the extent that such ownership existed prior to the Business Combination and (C)
at least a majority of the members of the board of directors of the Resulting
Entity were members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such Business
Combination; or
(iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
-1-
Notwithstanding the foregoing, the Board may deem "consummation of" an event to
include a period of time immediately prior to or contemporaneous with the event
to enable the Holder to exercise the Award or otherwise realize the benefits of
the Award with respect to the underlying shares in the same manner as available
to the common stockholders generally as a result of the event, but subject to
the occurrence of a Change of Control, and, in the case of an Option, subject to
the payment or any permitted offset of the exercise price and any applicable
withholding taxes. For purposes of clause (iii), "entity" means any corporation,
limited liability company, partnership or any other statutorily recognized
business organization or entity that is similar to a statutory corporation and
that can be merged into or combined with a statutory corporation.
.. . .
h. "Company" means Unocal Corporation.
.. . .
u. "Holder" means an Employee of the Company or a Subsidiary who has
been granted an Option, a Restricted Stock Award, a Performance Share Award or a
Performance Restricted Stock Award.
.. . .
x. "Option" or "Nonqualified Stock Option" means an Award granted under
Section 7.
-2-