{"id":40360,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-unit-award-agreement-chevron.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-unit-award-agreement-chevron","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-unit-award-agreement-chevron.html","title":{"rendered":"Restricted Stock Unit Award Agreement – Chevron"},"content":{"rendered":"

RESTRICTED STOCK UNIT GRANT AGREEMENT<\/strong><\/u>
\nEffective <DATE><\/strong><\/p>\n

The Management Compensation Committee (the “Committee”) has selected you to
\nreceive a special Restricted Stock Unit award under the Chevron Corporation
\nLong-Term Incentive Plan (the “Plan”). Capitalized terms not defined
\nin this Agreement shall have the same meaning as the defined terms in the
\nChevron Corporation Long-Term Incentive Plan, as amended from time to
\ntime.<\/em><\/strong> This award is governed by the Plan and is subject to the
\nfollowing special terms: 1. You have been awarded xx,xxx Restricted Stock
\nUnits on <DATE>. The restrictions on the Restricted Stock Units shall
\nlapse and 100% of the Units shall vest on the < > anniversary of the grant
\ndate, <DATE>. At vesting, the Restricted Stock Units will be taxable as
\nordinary income and paid in shares. 2. No certificate for shares of stock
\nshall be issued at the time the grant is made and you shall have no right to or
\ninterest in shares of stock of the Corporation as the result of this grant
\nagreement. 3. In order to receive full payment of this award you must
\nremain in the employ of the Corporation through <DATE> (the “Full Vesting
\nDate”). The vesting provisions of this paragraph 3 will apply to this Restricted
\nStock Unit agreement only, and will supersede the vesting provisions of the Plan
\nrelated to non-qualified stock option and performance share vesting provisions.
\n 4. You shall be entitled to receive dividend equivalents on your Restricted
\nStock Units (i.e. an amount equal to the dividends that would have been payable
\nwith respect to the Restricted Stock Units if they had been shares of stock of
\nthe Corporation) until the respective Restricted Stock Units are paid. Such
\ndividend equivalents shall be converted to additional Restricted Stock Units as
\nof the dividend payment date by dividing the amount of the dividend equivalents
\nby the closing price of a share of stock of the Corporation on the dividend
\npayment date. Such additional Restricted Stock Units shall vest at the same time
\nas the Restricted Stock Units with respect to which the dividend equivalent is
\npaid. 5. Your Restricted Stock Units shall be paid within 30 days after the
\ndate the Restricted Stock Unit award vests. In no event will payment be made
\nmore than two and one-half months following the end of the calendar year in
\nwhich the Restricted Stock Unit award vests. No deferral of the payment date
\nshall be permitted under this Agreement. Payment of such Restricted Stock Units
\nshall be in shares and net of any required tax withholding. Vested Restricted
\nStock Units shall be valued based on the closing price of a share of stock of
\nthe Corporation on the date of vesting. 6. The Restricted Stock Units
\nrepresenting this award shall be subject to adjustment for Recapitalization in
\nthe manner provided in the Plan, as it may be amended from time-to-time.
\n 7. Prior to distribution of your Restricted Stock Units, if you are
\nterminated by the Corporation for “Misconduct” as defined in the Plan, the
\nawards shall be canceled unless the Committee, in its sole discretion, elects
\nnot to cancel such awards. In addition, with respect to any restricted stock
\nunits that became vested and paid after the date of your Misconduct: (i) any
\nsuch payment shall be forfeited and (ii) the Corporation may demand that you pay
\nover to the Corporation any such payment you received.<\/p>\n

E-5<\/p>\n

\n<\/p>\n

8. This award under this Agreement may not be transferred by you during
\nyour lifetime and may not be assigned, pledged or otherwise transferred except
\nby the laws of descent and distribution. 9. This Agreement shall not confer
\non you the right to continued employment by the Corporation, nor shall this
\naward interfere in any way with the right of the Corporation to terminate your
\nemployment at any time. 10. This Agreement is not subject to any provisions
\nof the Employee Retirement Income Security Act (ERISA) of 1974. This award is
\nsubject to your signing the enclosed copy of this agreement and returning it in
\nthe envelope provided. By accepting this award, you agree to keep this agreement
\nand all of its provisions confidential and not to disclose any parts thereof to
\nthird parties, except that information relating to this agreement may be
\ndivulged (i) to the extent required by any court order, (ii) to any public
\nauthority such as the IRS, (iii) in connection with any tax filing or (iv) to
\nany financial advisors or tax consultants. Please retain the original of this
\nAgreement with your important papers. Accepted: <\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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