{"id":39727,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-with-charles-a-james-chevron.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-with-charles-a-james-chevron","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-with-charles-a-james-chevron.html","title":{"rendered":"Employment Agreement with Charles A. James – Chevron"},"content":{"rendered":"\n\n\n
PERSONAL & CONFIDENTIAL<\/strong><\/u><\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

October 3, 2002 Mr. Charles A. James
\n[address] Dear Charles: We are delighted to offer you the position of
\nVice-President and General Counsel of ChevronTexaco Corporation (the “Company”).
\nThis letter sets forth terms and conditions which you and the Company have
\nagreed to in conjunction with your employment by the Company. When signed by you
\nand the Company in the spaces indicated below, this letter shall become a
\nlegally binding agreement between you and the Company. 1. Term<\/strong>
\nThis Agreement (“Agreement”) shall be effective December 9, 2002 or such earlier
\ndate as mutually agreed upon (Start Date) and shall be effective for ten years
\nfrom start date, unless your employment is terminated in accordance with
\nSection 4 below. 2. Duties and Responsibilities<\/strong><\/p>\n\n\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

<\/td>\n\n

The Company will employ you initially as Vice President and General Counsel,
\nand any subsequent position shall not constitute a material reduction in your
\ntitle, position or any of your authority, duties or responsibilities. In such
\ncapacity, you shall have customary management and oversight responsibilities for
\nsuch a position and such other duties as may be assigned to you from time to
\ntime by the Chairman of the Board\/Chief Executive Officer of the Company
\nincluding membership on the Executive Committee, Human Resources Committee and
\nManagement Committee. You shall report directly to the Chairman of the
\nBoard\/Chief Executive Officer of the Company, and your principal office during
\nthe term of this Agreement shall be located in the Company153s principal executive
\noffices.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

<\/td>\n\n

You agree to faithfully serve the Company, devote your full working time,
\nattention and energies to the business of the Company, its subsidiaries and
\naffiliated entities, and perform the duties under this Agreement to the best of
\nyour abilities. You may also perform other services without direct compensation
\nin connection with charitable or civic organizations pursuant to Company Policy.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-8<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 2<\/p>\n\n\n\n
<\/td>\n\n

C.<\/p>\n<\/td>\n

<\/td>\n\n

You agree (i) to comply in all material respects with all applicable laws,
\nrules and regulations, and all requirements of all applicable regulatory,
\nself-regulatory, and administrative bodies; (ii) to comply in all material
\nrespects with the Company153s written and generally publicized rules, procedures,
\npolicies, requirements, and directions and (iii) not to engage in any other
\nbusiness or employment without the prior written consent of the Company except
\nas otherwise specifically provided herein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

<\/td>\nCompensation and Benefits<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

<\/td>\nBase Salary. <\/strong><\/p>\n

On the start date, the Company will pay you a base salary at the initial rate
\nof $475,000 per year (“Base Salary”), which will be payable in accordance with
\nthe Company153s standard practices. Thereafter, modifications, if any, to your
\nBase Salary will be determined at such times and in such manner as is consistent
\nwith the Company153s practices; provided, however, that under no circumstances
\nshall your Base Salary be reduced below the Base Salary paid to you in the
\nimmediately preceding twelve (12) month period.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

<\/td>\nAnnual Incentive. <\/strong><\/p>\n

Your target bonus percentage under the Management Incentive Plan will be
\nbased on a position grade 44. The current target percentage for this level is
\n60.5% of Base Salary, and the Company is not aware of any pending circumstances
\nas of the date of this Agreement that would cause any changes to such target
\npercentage. You will participate in this plan and be paid bonus in accordance
\nwith the Company153s standard practices for a position grade 44 employee. The
\ntarget and actual award is set annually by the Management Compensation
\nCommittee, in its sole discretion, based upon job performance and other business
\nfactors.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

C.<\/p>\n<\/td>\n

<\/td>\nLong Term Incentive Plan. <\/strong><\/p>\n

The Company believes that ownership of its Common Stock by employees having
\nsubstantial responsibilities as to the conduct and development of the Company153s
\nbusiness is important for the welfare of the stockholders. Your target award for
\nfuture awards under the Long Term Incentive Plan (LTIP) will be based on a
\nposition grade 44 employee. The current award for this level is 24,500 stock
\noptions and 5,200 performance units, and the Company is not aware of any pending
\ncircumstances as of the date of this Agreement that would cause any changes to
\nsuch number of stock options or performance units. This award target level is
\nset annually by the Management Compensation Committee, in its sole discretion,
\nand grants are traditionally made in June of each year.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

D.<\/p>\n<\/td>\n

<\/td>\nBenefit Plans. <\/strong><\/p>\n

Except as otherwise provided herein, during your employment with the Company,
\nyou shall be eligible to participate in each of the Company153s existing executive
\nand employee benefit plans, policies or arrangements pursuant to their terms,
\nand any such plan, policies or arrangements that the Company may maintain or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-9<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 3<\/p>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

establish during your period of employment (in addition to or in substitution
\nfor any existing plan) for which your current position grade (initially salary
\ngrade 44) make you eligible. In addition, you will:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n\n

i.<\/p>\n<\/td>\n

<\/td>\n\n

Be eligible for five (5) weeks of vacation per year<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

ii.<\/p>\n<\/td>\n

<\/td>\n\n

Immediately be eligible for a short term disability entitlement of 26 weeks
\nof full pay and 26 weeks of half pay<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

E.<\/p>\n<\/td>\n

<\/td>\nOther Compensation.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n\n

i.<\/p>\n<\/td>\n

<\/td>\n\n

You will receive a one time cash payment of One Hundred Thousand Dollars
\n($100,000), excluding all applicable taxes and withholding, payable on the Start
\nDate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

ii.<\/p>\n<\/td>\n

<\/td>\n\n

On start date you will receive a restricted stock grant, under the terms of
\nthe LTIP of four thousand five hundred (4,500) ChevronTexaco shares which will
\nvest per the following schedule:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n
<\/td>\n\n

a.<\/p>\n<\/td>\n

<\/td>\n\n

One third (1,500 shares) will vest one year from the Start Date<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

b.<\/p>\n<\/td>\n

<\/td>\n\n

One third (1,500 shares) will vest two years from the Start Date<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

c.<\/p>\n<\/td>\n

<\/td>\n\n

One third (1,500 shares) will vest three years from the Start Date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If your employment ends for any reason prior to full vesting of the above
\ngrant, any unvested restricted shares will be forfeited unless such termination
\noccurs by the Company for other than Cause or death or Disability in which case
\nany unvested restricted shares shall be automatically vested in full.<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

<\/td>\nTermination of Employment<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

<\/td>\nTermination by the Company for Cause. <\/strong><\/p>\n

The Company may terminate your employment hereunder for “Cause” (as it
\ndetermines in good faith) at any time by providing written notice to you.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

i.<\/p>\n<\/td>\n

<\/td>\n\n

For purposes of the Agreement, the term “Cause” shall mean any of the
\nfollowing:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

a.<\/p>\n<\/td>\n

<\/td>\n\n

the transfer by you on an unauthorized basis outside the scope of your duties
\nof confidential business information of any type concerning the Company to a
\ncompetitor of the Company or to any other unauthorized source.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-10<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 4<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

b.<\/p>\n<\/td>\n

<\/td>\n\n

commission of an act or conduct by you in the course of your employment with
\nthe Company which may cause material harm to the Company or its reputation
\nincluding, but not limited to, the following: an act which constitutes
\ndishonesty, conduct adverse to the best interests of the Company or its
\nsubsidiaries and affiliates, or conduct in violation of company policy.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

c.<\/p>\n<\/td>\n

<\/td>\n\n

committing a crime against the Company under federal law or the law of any
\nstate, as determined by a court of competent jurisdiction.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

d.<\/p>\n<\/td>\n

<\/td>\n\n

conviction of a crime (including entering on a nolo contendere<\/u> plea)
\ninvolving a felony, as determined by a court of competent jurisdiction.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

e.<\/p>\n<\/td>\n

<\/td>\n\n

refusal or failing to perform employment duties reasonably requested by the
\nCompany153s Chairman of the Board\/Chief Executive Officer after fifteen (15) days
\nwritten notice of such failure to perform (which notice shall include reasonable
\nspecificity of such failure), specifying that the failure constitutes Cause
\n(other than as a result of sickness, illness or injury confirmed by a medical
\ndoctor);<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

f.<\/p>\n<\/td>\n

<\/td>\n\n

engaging in theft, fraud or embezzlement determined in accordance with the
\nCompany153s normal, internal audit procedures;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

g.<\/p>\n<\/td>\n

<\/td>\n\n

gross misconduct or gross negligence in connection with the business of the
\nCompany or any affiliate which has substantial adverse effect on The Company or
\nan affiliate following fifteen (15) days written notice of such misconduct or
\nnegligence which notice shall include reasonable specificity of such misconduct
\nor negligence and the substantial adverse effect on the Company or an affiliate.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

h.<\/p>\n<\/td>\n

<\/td>\n\n

Material breach of any of the covenants set forth in Section 6 below as
\ndetermined by a court of competent jurisdiction; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

i.<\/p>\n<\/td>\n

<\/td>\n\n

falsification by you of any material employment, scholastic, or personal
\ninformation furnished to the Company as part of your employment application
\nprocess.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

ii.<\/p>\n<\/td>\n

<\/td>\n\n

You will be considered to have been terminated for Cause if the Company
\ndetermines that you engaged in an act or conduct constituting Cause. Any<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-11<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 5<\/p>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

such determination shall be made by the Chief Executive Officer or Board of
\nDirectors of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

<\/td>\nTermination by the Company without Cause. <\/strong><\/p>\n

The Company may terminate your employment for any reason hereunder without
\nCause at any time after providing thirty (30) days written notice to you.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

C.<\/p>\n<\/td>\n

<\/td>\nVoluntary Termination by You. <\/strong><\/p>\n

You may terminate employment hereunder at any time after providing thirty
\n(30) days written notice by the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

D.<\/p>\n<\/td>\n

<\/td>\nDeath or Disability. <\/strong><\/p>\n

This Agreement shall immediately terminate upon your death or in the event
\nthat you become Disabled. For purposes of this Agreement, the term “Disabled”
\nshall be defined as such term is defined in the Company153s long-term disability
\nplan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

E.<\/p>\n<\/td>\n

<\/td>\nVoluntary Termination for Reduction in Position. <\/strong><\/p>\n

You may terminate your employment hereunder for any Reduction in Position
\nupon written notice to the Company within thirty (30) days of notice of such
\nreduction. For purposes of this Agreement, Reduction in Position shall mean,
\n(i) A reduction in Base Salary, (ii) a reduction in salary grade, (iii) a
\nreduction in Executive Compensation Benefits unless such reduction(s) referred
\nto in (i), (ii) or (iii) is made as a result of (a) peer group practices or
\nother changes applicable to employees in the Company similarly situated to you,
\n(b) the provisions of applicable Executive Compensation Benefit Plans or
\n(c) required by law or regulation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

<\/td>\nCompensation Following Termination of Employment<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

<\/td>\n\n

Upon termination of employment for any reason, you (or your beneficiary or
\nestate, as the case may be) will be entitled to receive (i) any accrued but
\nunpaid Base Salary for services rendered to the date of termination as
\ndetermined pursuant to Section 3A and (ii) any vacation accrued but unused to
\nthe date of termination. The benefits to which you may be entitled upon
\ntermination pursuant to the plans, policies, and arrangements referred to in
\nSection 3D hereof shall be determined and paid in accordance with the terms of
\nsuch plans, policies, and arrangements.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

<\/td>\n\n

Except as otherwise provided in the Agreement, or under the terms of any
\nincentive compensation, executive or employee benefit plan, policy or
\narrangement applicable to you at the time of your termination or resignation of
\nemployment, you shall have no right to receive any compensation, or to
\nparticipate in any other plan, arrangement or policy, with respect to future
\nperiods after such termination or resignation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-12<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 6<\/p>\n\n\n\n
<\/td>\n\n

C.<\/p>\n<\/td>\n

<\/td>\n\n

In the event your employment is terminated by the Company without Cause or by
\nyour Voluntary Termination due to Reduction in Position within five (5) years of
\nyour Start Date, you shall:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n
<\/td>\n\n

i.<\/p>\n<\/td>\n

<\/td>\n\n

On the date of termination, be entitled to a cash separation payment equal to
\ntwo (2) year153s Base Salary plus two (2) year153s target Management Incentive Plan
\nBonus at the level of your then current annual target Management Incentive Plan
\nBonus provided you provide the Company with a signed Mutual Release and Waiver
\n(in a form reasonably acceptable to the Company) of any and all claims and
\ncauses of action against the Company, its benefit plans, Directors, affiliates
\nand employees; the Company shall also release you, your heirs and personal
\nrepresentatives from any and all claims and causes of action by the Company, its
\nbenefit plan, Directors, affiliates and employees. In the event payment under
\nthe Company Change-of-Control Plan or a Severance Plan or other agreement (not
\nincluding any stock option plan, restricted stock or other similar equity plan
\nor arrangement) exceeds amounts due under this paragraph, then the payment under
\nthis paragraph shall be zero and all severance benefits will come from the
\nSeverance Plan or other agreement or Change-of-Control Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

ii.<\/p>\n<\/td>\n

<\/td>\n\n

Be deemed vested in the Company retirement plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

iii.<\/p>\n<\/td>\n

<\/td>\n\n

Be eligible for the Company Retiree Relocation Assistance Program back to the
\nWashington D.C. area<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

D.<\/p>\n<\/td>\n

<\/td>\n\n

In the event your employment is terminated by the Company without Cause or by
\nyour Voluntary Termination due to Reduction in Position on or after (5) years of
\nyour Start Date but prior to ten (10) years of your Start Date, you shall:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

i.<\/p>\n<\/td>\n

<\/td>\n\n

On the date of termination, be entitled to a cash separation payment equal to
\none (1) year153s Base Salary plus one (1) year153s target Management Incentive Plan
\nBonus at the level of your then current annual target Management Incentive Plan
\nBonus provided you provide the Company with a signed Mutual Release and Waiver
\n(in a form reasonably acceptable to the Company) of any and all claims and
\ncauses of action against the Company, its benefit plans, Directors, affiliates
\nand employees; the Company shall also release you, your heirs and personal
\nrepresentatives from any and all claims and causes of action by the Company, its
\nbenefit plan, Directors, affiliates and employees. In the event payment under
\nthe Company Change-of-Control Plan or a Severance Plan or other agreement (not
\nincluding any stock option plan, restricted stock or other similar equity plan
\nor arrangement) exceeds amounts due under this paragraph, then the payment under
\nthis paragraph shall be zero<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-13<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 7<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

and all severance benefits will come from the Severance Plan or other
\nagreement or Change-of-Control Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

ii.<\/p>\n<\/td>\n

<\/td>\n\n

Be subject to the termination provisions of the Long Term Incentive Plan as
\nif you were age 50 with a minimum of 10 years service or equivalent termination
\nprovisions if current plan provisions are modified.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

iii.<\/p>\n<\/td>\n

<\/td>\n\n

Be deemed eligible for retiree health care (and credited with a minimum of 60
\npoints).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

E.<\/p>\n<\/td>\n

<\/td>\n\n

In the event your employment with the Company is terminated due to your death
\nor if you become Disabled on or after (5) years of your Start Date but prior to
\nten (10) years of your Start Date, you shall be subject to the termination
\nprovisions of the Long Term Incentive Plan as if you were age 50 with a minimum
\nof 10 years service or equivalent termination provisions if current plan
\nprovisions are modified.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

The Company covenants that you shall be treated the same as all the other
\nCompany executives at the same position grade level for purposes of the
\nChange-in-Control Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

6.<\/p>\n<\/td>\n

<\/td>\nRestrictive Covenants<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

<\/td>\nProtected Information. <\/strong><\/p>\n

You recognize and acknowledge that you will have access to various
\nconfidential or proprietary information concerning The Company and entities
\naffiliated with The Company of a special and unique value which may include,
\nwithout limitation, (i) books and records related to operations, finance,
\naccounting, sales, personnel and management, (ii) policies and matters relating
\nparticularly to operations such as exploration and production, customer service
\nrequirements, costs of providing service and equipment and operating costs ,
\n(iii) various trade or business secrets, including business opportunities,
\nmarketing or business diversification plans, business development and bidding
\ntechniques, methods and processes, financial data and the like (collectively,
\nthe “Protected Information”) and (iv) legal information, including litigation
\nstrategy, defenses, and matters covered by the attorney client privilege and
\nattorney work product privilege. You therefore covenant and agree that you will
\nnot at any time, either while employed by The Company or afterwards, knowingly
\nmake any independent use of, or knowingly disclose to any other person or
\norganization (except as authorized by The Company) any of the Protected
\nInformation. In addition, you agree that for the four year period following
\nseparation you will not provide representation, services or consulting on any
\nmatter in which The Company is involved, without The Company153s written
\npermission.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-14<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 8<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

The term “Protected Information” does not include information which
\n(i) becomes generally available to the public other than as a result of
\ndisclosure by you, (ii) was available to you on a non-confidential basis prior
\nto its disclosure by The Company or its representatives or (iii) becomes
\navailable to you on a non-confidential basis from a source other than The
\nCompany or its representatives, provided that such source is neither bound by a
\nconfidentiality agreement with the disclosing party nor otherwise prohibited
\nfrom transmitting the information to you by a contractual, legal or fiduciary
\nobligation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

In the event that you are requested or required by a government authority,
\nsubpoena or court order to disclose any Protected Information, you will provide
\nThe Company with prompt notice of such request(s) prior to providing the
\nrequested information so that The Company may, upon notice to you, seek an
\nappropriate protective order or other appropriate remedy and\/or waive your
\ncompliance with the provisions of this Agreement. In the event that such remedy
\nis not obtained, or that The Company grants a waiver hereunder, you or your
\nrepresentatives may furnish that portion of the Protected Information which, in
\nthe written opinion of The Company153s counsel, you are legally compelled to
\ndisclose; provided, however, that you may comply with any final non-appealable
\norders issued by a court of competent jurisdiction not withstanding any written
\nopinion of the Company153s counsel.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

<\/td>\nCompetitive Activity.<\/strong><\/p>\n

You covenant and agree that at all times during your period of employment
\nwith The Company, you will not, directly or indirectly, engage in, assist, or
\nhave any active interest or involvement [whether as an employee, agent,
\nconsultant, creditor, advisor, officer, Director, stockholder (excluding holding
\nof less than 1% of the stock of a publicly traded company), partner, proprietor,
\nor any type of principal whatsoever] in any person, firm, or business entity
\nwhich, directly or indirectly, is engaged in the same business as that conducted
\nand carried on by The Company, without The Company153s specific written consent to
\ndo so.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

C.<\/p>\n<\/td>\n

<\/td>\nNon-Solicitation. <\/strong><\/p>\n

You covenant and agree that for a period of one year following termination of
\nemployment for any reason, you will not directly or indirectly (i) induce any
\nmaterial suppliers and\/or customers of The Company or corporations affiliated
\nwith The Company to provide services to or patronize any similar business which
\ncompetes with any material business of The Company; (ii) canvass or solicit any
\nsimilar business which competes with any material business of The Company and
\nentities affiliated with The Company from any supplier and\/or customer of The
\nCompany or corporations affiliated with The Company; (iii) request or advise any
\ncustomers of The Company or corporations affiliated with The Company to
\nwithdraw, curtail or cancel their business with The Company; (iv) disclose to
\nany other person, firm or corporation the names or addresses of any of the
\nsuppliers and\/or customers of The Company or corporations affiliated with The
\nCompany; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-15<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 9<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

(v) solicit the employment of or hire or employ in any capacity or entice
\naway or in any other manner persuade any employee of The Company to terminate
\nhis\/her employment with The Company. Notwithstanding the foregoing, you shall
\nnot be prohibited from hiring any former employee (defined as an employee who
\nwas discharged or resigned at least one year prior to your hiring such
\nindividual).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

D.<\/p>\n<\/td>\n

<\/td>\nNon-Disparagement. <\/strong><\/p>\n

You and The Company covenant and agree that during the course of your
\nemployment by The Company or at any time thereafter, you and The Company shall
\nnot, directly or indirectly, in public or private, deprecate, impugn, disparage,
\nor make any remarks written or verbal that would tend to or be construed to tend
\nto defame you or The Company or any of its officers or employees, members of its
\nBoard of Directors or agents, nor shall you or The Company assist any other
\nperson, firm or company in so doing provided, however, that you may comply with
\nany binding, non-appealable legal or administrative order and any final
\nnon-appealable order issued by a court of competent jurisdiction.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

E.<\/p>\n<\/td>\n

<\/td>\nReturn of Documents and Other Materials. <\/strong><\/p>\n

You shall promptly deliver to The Company, upon termination of your
\nemployment, or at any other time as The Company may so request all Company
\nproperty, all customer lists, leads and refunds, data processing programs and
\ndocumentation, employee information, memoranda, notes, records, reports, files,
\ntapes, manuals, drawings, blueprints, programs, and any other documents and
\nother materials (and all copies thereof) relating to The Company153s business
\n(including but not limited to exploration or producing operations activities,
\netc.) or that of its customers, and all property associated therewith, which you
\nmay then possess or have under your control which shall exclude all personal
\nfiles (including rolodexes, contacts files and similar databases).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

7.<\/p>\n<\/td>\n

<\/td>\nAssignment<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To the extent permitted by law, neither this Agreement, nor any rights
\nhereunder or interest herein may be assigned, alienated, or transferred by you
\nwithout the express written consent of the Company; provided, however, that in
\nthe event of your death or if you become Disabled this Agreement shall inure to
\nthe benefit of your heirs, personal representatives, successors and assigns.\n<\/p>\n\n\n\n
\n

8.<\/p>\n<\/td>\n

<\/td>\nArbitration and Equitable Relief<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

<\/td>\nDisputes. <\/strong><\/p>\n

Except as provided in Section 8(D) below, the Company and you agree that any
\ndispute or controversy arising out of your employment or termination of
\nemployment or relating to or in connection with the interpretation, validity,
\nconstruction, performance, breach or termination of this Agreement shall be
\nsettled by binding arbitration to be held in Contra Costa County, California, in
\naccordance<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-16<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 10<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

with the National Rules for the Resolution of Employment Disputes of the
\nAmerican Arbitration Association as then in effect (the “Rules”). The arbitrator
\nselected will be neutral, will issue a decision in writing and may grant
\ninjunctions, award damages, attorney fees, costs or other relief in such dispute
\nor controversy in the same manner as a court of law. The decision of the
\narbitrator shall be final, conclusive and binding on the parties to the
\narbitration. Judgment may be entered on the arbitrator153s decision in any court
\nof competent jurisdiction. The parties agree that the provisions of Section 8
\nare to be substituted in place of Step Four (Arbitration) in the Company153s
\nEmployee Problem Solution Process (STEPS).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

<\/td>\nCalifornia Law. <\/strong><\/p>\n

The arbitrator shall apply California law to the merits of any dispute or
\nclaim, without reference to conflicts of law rules.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

C.<\/p>\n<\/td>\n

<\/td>\nCosts. <\/strong><\/p>\n

The Company shall pay the full administrative and filing costs and expenses
\nof such arbitration. Should any party to this Agreement bring a proceeding in
\narbitration or seek to obtain an injunction to enforce the terms of this
\nAgreement, the party that prevails in any such action shall be entitled to its
\nreasonable attorneys153 fees as determined by the arbitrator or by a court of
\ncompetent jurisdiction.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

D.<\/p>\n<\/td>\n

<\/td>\nEquitable Relief. <\/strong><\/p>\n

The parties may apply to any court of competent jurisdiction for a temporary
\nrestraining order, preliminary injunction, or other interim or conservatory
\nrelief, as necessary, without breach of this arbitration agreement and without
\nabridgment of the powers of the arbitrator. You and the Company hereby consent
\nto the personal jurisdiction of the state and federal courts located in
\nCalifornia, and agree that such jurisdiction shall be exclusive, for any
\ncollateral action or proceeding arising from or relating to this Agreement or
\nrelating to any arbitration in which the parties are participants.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

E.<\/p>\n<\/td>\n

<\/td>\nAcknowledgment. <\/strong><\/p>\n

YOU AND THE COMPANY HAVE READ AND UNDERSTAND SECTION 8, WHICH DISCUSSES
\nARBITRATION. YOU AND THE COMPANY UNDERSTAND THAT BY SIGNING THIS AGREEMENT, YOU
\nAND THE COMPANY AGREE TO SUBMIT ANY CLAIMS ARISING OUT OF YOUR EMPLOYMENT OR
\nTERMINATION OF EMPLOYMENT, OR RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT,
\nOR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR
\nTERMINATION THEREOF, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN SECTION 8(D),
\nAND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THE RIGHT TO A TRIAL BY
\nCOURT OR JURY AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL
\nASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-17<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 11<\/p>\n\n\n\n\n\n
\n

9.<\/p>\n<\/td>\n

<\/td>\nNotices<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Any notice provided for or permitted to be given under this Agreement by any
\nparty or to any party must be in writing, and may be served by depositing same
\nin the United States mail, addressed as provided below, postage prepaid,
\nregistered or certified return receipt requested or by delivering the same in
\nperson to such party. Notice deposited in the mail in the manner described above
\nshall be deemed to have been given and received on the third business day after
\ndeposit in the mail. For purposes of notice, the address of each of the parties
\nshall be as set forth below, or such other address as such parties shall provide
\nto the other party pursuant to written notice.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Employee:<\/strong><\/p>\n

Charles A. James
\n[address]<\/p>\n

With A Copy To:<\/strong>
\nKelley Drye & Warren LLP
\n8000 Towers Crescent Drive
\nSuite 1200
\nVienna, VA 22182
\nATTN: Joseph B. Hoffman, Esq.<\/p>\n

Company:<\/strong>
\nChevronTexaco Corporation
\nOffice of the Secretary
\n575 Market Street
\nSan Francisco, CA 94105<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
\n

10.<\/p>\n<\/td>\n

<\/td>\nGoverning law<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

This Agreement shall be governed by the law of the State of California.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

11.<\/p>\n<\/td>\n

<\/td>\nSeverability<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The invalidity or unenforceability of any provision of this Agreement, or any
\nterms thereof, shall not affect the validity of this Agreement as a whole, which
\nshall at all times remain in full force and effect.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

12.<\/p>\n<\/td>\n

<\/td>\nIndemnification<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-18<\/p>\n

\n<\/p>\n

October 3, 2002
\nPage 12<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

The Company agrees to indemnify you under the provisions of the then current
\nCertificate of Incorporation and add you as an insured under the applicable
\ncompany D&O Company policies.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

13.<\/p>\n<\/td>\n

<\/td>\nEntire agreement<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

This Agreement is the entire agreement of the parties and supersedes any
\nprior agreements between them, whether written or oral, with respect to the
\nsubject matter hereof. No waiver, alteration, or modification of any of the
\nprovisions of this Agreement shall be binding unless in writing and signed by
\nduly authorized representatives of the parties hereto.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
\nday and year first above written.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CHARLES A. JAMES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Charles A. James<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE COMPANY<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ John E. Bethancourt<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title: <\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-19<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7075],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9539,9544],"class_list":["post-39727","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-chevron-corp","corporate_contracts_industries-energy__exploration","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39727","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39727"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39727"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39727"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39727"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}