EXHIBIT 10(iii)(e)
EXXON CORPORATION
SHORT TERM INCENTIVE PROGRAM
(as last amended January 26, 2000)
I. Purpose. The Short Term Incentive Program is 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 for any reason, 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.
(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. An amendment of
this Program shall, unless the amendment provides otherwise, be effective
for all outstanding awards.
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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