{"id":40602,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-incentive-plan-murphy-oil-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-incentive-plan-murphy-oil-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-incentive-plan-murphy-oil-corp.html","title":{"rendered":"Stock Incentive Plan &#8211; Murphy Oil Corp."},"content":{"rendered":"<p align=\"center\"><strong>MURPHY OIL CORPORATION <\/strong><\/p>\n<p align=\"center\"><strong>1992 STOCK INCENTIVE PLAN <\/strong><\/p>\n<p align=\"center\">(As Amended May 14, 1997, December 1, 1999, May 14, 2003 and<br \/>\nDecember 7, 2005)<\/p>\n<p><strong>SECTION 1. PURPOSE <\/strong><\/p>\n<p>The purpose of the Murphy Oil Corporation 1992 Stock Incentive Plan is to<br \/>\nfoster and promote the long-term financial success of the Company and materially<br \/>\nincrease shareholder value by (a) motivating superior performance by means of<br \/>\nperformance-related incentives, (b) encouraging and providing for the<br \/>\nacquisition of an ownership interest in the Company by Employees, and (c)<br \/>\nenabling the Company to attract and retain the services of an outstanding<br \/>\nmanagement team upon whose judgment, interest, and special effort the successful<br \/>\nconduct of its operations is largely dependent.<\/p>\n<p><strong>SECTION 2. DEFINITIONS <\/strong><\/p>\n<p>Unless the context otherwise indicates, the following definitions shall be<br \/>\napplicable for the purpose of the 1992 Stock Incentive Plan:<\/p>\n<p>&#8220;Agreement&#8221; shall mean a written agreement setting forth the terms of an<br \/>\nAward.<\/p>\n<p>&#8220;Award&#8221; shall mean any Option (which may be designated as a Nonqualified or<br \/>\nIncentive Stock Option), a Stock Appreciation Right, or a Restricted Stock<br \/>\nAward, in each case granted under this Plan.<\/p>\n<p>&#8220;Beneficiary&#8221; shall mean the person, persons, trust, or trusts designated by<br \/>\nan Employee or if no designation has been made, the person, persons, trust or<br \/>\ntrusts entitled by will or the laws of descent and distribution to receive the<br \/>\nbenefits specified under this Plan in the event of an Employee153s death.<\/p>\n<p>&#8220;Board&#8221; shall mean the Board of Directors of the Company.<\/p>\n<p>&#8220;Code&#8221; means the Internal Revenue Code of 1986, as amended.<\/p>\n<p>&#8220;Committee&#8221; shall mean the Executive Compensation Committee of the Board, as<br \/>\nfrom time to time constituted, or any successor committee of the Board with<br \/>\nsimilar functions. The Committee shall be constituted to comply with the<br \/>\nrequirements of Rule 16b-3 promulgated by the Securities and Exchange Commission<br \/>\nunder the Securities Exchange Act of 1934, or such rule or any successor rule<br \/>\nthereto which is in effect from time to time.<\/p>\n<p align=\"center\">Ex. 10.1-1<\/p>\n<hr>\n<p>&#8220;Common Stock&#8221; shall mean the Common Stock of the Company, $1.00 par value,<br \/>\nsubject to adjustment pursuant to Section 11.<\/p>\n<p>&#8220;Company&#8221; shall mean Murphy Oil Corporation, a Delaware corporation.<\/p>\n<p>&#8220;Employee&#8221; shall mean any person employed by the Company on a full-time<br \/>\nsalaried basis or by a Subsidiary that does not have in effect for its personnel<br \/>\nany plan similar to the Plan, including officers and employee directors thereof.\n<\/p>\n<p>&#8220;Incentive Stock Option&#8221; or &#8220;ISO&#8221; shall mean an Option that is intended by<br \/>\nthe Committee to meet the requirements of Section 422 of the Code or any<br \/>\nsuccessor provision.<\/p>\n<p>&#8220;Nonqualified Stock Option&#8221; or &#8220;NQSO&#8221; shall mean an Option granted pursuant<br \/>\nto this Plan which does not qualify as an Incentive Stock Option.<\/p>\n<p>&#8220;Normal Termination&#8221; shall mean a termination of employment (i) at normal<br \/>\nretirement time, (ii) for permanent and total disability, or (iii) with Company<br \/>\napproval, and without being terminated for cause.<\/p>\n<p>&#8220;Option&#8221; shall mean the right to purchase Common Stock at a price to be<br \/>\nspecified and upon terms to be designated by the Committee pursuant to this<br \/>\nPlan. An Option shall be designated by the Committee as a Nonqualified Stock<br \/>\nOption or an Incentive Stock Option at the time of grant.<\/p>\n<p>&#8220;Opportunity Shares&#8221; shall mean additional shares of Common Stock which may<br \/>\nbe earned by an Employee pursuant to Section 8.<\/p>\n<p>&#8220;Option Holder&#8221; or &#8220;Holder&#8221; shall mean an Employee to whom an option has been<br \/>\ngranted.<\/p>\n<p>&#8220;Personal Representative&#8221; shall mean the person or persons who, upon the<br \/>\ndisability or incompetence of an Employee, shall have acquired on behalf of the<br \/>\nEmployee by legal proceeding or otherwise the right to receive the benefits<br \/>\nspecified in this Plan.<\/p>\n<p>&#8220;Plan&#8221; shall mean this 1992 Stock Incentive Plan.<\/p>\n<p>&#8220;Restricted Period&#8221; shall mean the period designated by the Committee during<br \/>\nwhich Restricted Stock may not be sold, assigned, transferred, pledged, or<br \/>\notherwise encumbered and during which such stock is subject to forfeiture.<\/p>\n<p>&#8220;Restricted Stock&#8221; shall mean those shares of Common Stock issued pursuant to<br \/>\na Restricted Stock Award which are subject to the restrictions, terms, and<br \/>\nconditions specified by the Committee pursuant to Section 8.<\/p>\n<p align=\"center\">Ex. 10.1-2<\/p>\n<hr>\n<p>&#8220;Restricted Stock Award&#8221; shall mean an award of Restricted Stock pursuant to<br \/>\nSection 8 hereof.<\/p>\n<p>&#8220;Stock Appreciation Right&#8221; or &#8220;SAR&#8221; shall mean the right of the holder to<br \/>\nreceive, upon exercise thereof, payment of an amount determined by multiplying:<br \/>\n(a) any increase in the Fair Market Value of a share of Common Stock at the date<br \/>\nof exercise over the price fixed by the Committee at the date of grant, by (b)<br \/>\nthe number of shares with respect to which the SAR is exercised; provided,<br \/>\nhowever, that at the time of grant, the Committee may establish, in its sole<br \/>\ndiscretion, a maximum amount per share which will be payable upon exercise of a<br \/>\nSAR. The amount payable upon exercise may be paid in cash or other property,<br \/>\nincluding without limitation, shares of Common Stock, or any combination thereof<br \/>\nas determined by the Committee.<\/p>\n<p><strong>SECTION 3. ADMINISTRATION <\/strong><\/p>\n<p>The Plan shall be administered by the Committee. In addition to any implied<br \/>\npowers and duties that may be needed to carry out the provisions of the Plan,<br \/>\nthe Committee shall have all of the powers vested in it by the terms of the<br \/>\nPlan, including exclusive authority to select the Employees to be granted Awards<br \/>\nunder the Plan, to determine the type, size and terms of the Awards to be made<br \/>\nto each Employee selected, to determine the time when Awards will be granted,<br \/>\nand to prescribe the form of the Agreements embodying Awards made under the<br \/>\nPlan. No member of the Committee, while he serves on the Committee, may be<br \/>\ngranted Awards under the Plan. The Committee shall be authorized to interpret<br \/>\nthe Plan and the Awards granted under the Plan, to establish, amend and rescind<br \/>\nany rules and regulations relating to the Plan, to make any other determinations<br \/>\nwhich it believes necessary or advisable for the administration of the Plan, and<br \/>\nto correct any defect or supply any omission or reconcile any inconsistency in<br \/>\nthe Plan or in any Award in the manner and to the extent the Committee deems<br \/>\ndesirable to carry it into effect. Any decision of the Committee in the<br \/>\nadministration of the Plan, as described herein, shall be final and conclusive.\n<\/p>\n<p>The Board may from time to time remove members from the Committee or add<br \/>\nmembers thereto, and vacancies in the Committee, however caused, shall be filled<br \/>\nby action of the Board. The Committee shall select one of its members as<br \/>\nchairman and shall hold its meetings at such time and places as it may<br \/>\ndetermine. The Committee may act only by a majority of its members. The members<br \/>\nof the Committee may receive such compensation for their services as the Board<br \/>\nmay determine. Any determination of the Committee may be made, without notice,<br \/>\nby the written consent of the majority of the members of the Committee. In<br \/>\naddition, the Committee may authorize any one or more of their number or any<br \/>\nofficer of the Company to execute and deliver documents on behalf of the<br \/>\nCommittee.<\/p>\n<p><strong>SECTION 4. STOCK SUBJECT TO THE PLAN <\/strong><\/p>\n<p>The maximum number of shares available for Awards under the Plan in each<br \/>\ncalendar year during any part of which the Plan shall be in effect shall be one<br \/>\npercent (1%) of the total issued and outstanding shares as of December 31 of the<br \/>\nimmediately<\/p>\n<p align=\"center\">Ex. 10.1-3<\/p>\n<hr>\n<p>preceding year, subject to Section 11 of the Plan. Any and all such shares<br \/>\nmay be issued in respect of any of the types of Awards; provided, however, no<br \/>\nmore than fifty percent (50%) of the shares available shall be subject to<br \/>\nIncentive Stock Options granted under the Plan and that no more than fifty<br \/>\npercent (50%) of the shares available for Awards under the Plan shall be issued<br \/>\nin respect of Restricted Stock. Unless otherwise determined by the Committee,<br \/>\nall shares available in any year that are not granted under the Plan will not be<br \/>\navailable for grant for subsequent years. &#8220;Maximum Grants.&#8221; Notwithstanding any<br \/>\nprovision contained in this Plan to the contrary, the maximum number of shares<br \/>\nof Common Stock for which Incentive Stock Options, Nonqualified Stock Options,<br \/>\nand Stock Appreciation Rights may be granted under the Plan to any one Employee<br \/>\nfor any calendar year is 400,000.<\/p>\n<p>If any shares of Common Stock subject to an Award hereunder are forfeited or<br \/>\nany such Award otherwise terminates without the issuance of shares of Common<br \/>\nStock or other consideration to an Employee, such shares shall not increase the<br \/>\nnumber of shares available for grant in such year.<\/p>\n<p><strong>SECTION 5. ELIGIBILITY <\/strong><\/p>\n<p>Any Employee who is a director or an officer or who serves in any other key<br \/>\nadministration, professional or technical capacity shall be eligible to<br \/>\nparticipate in the Plan. In addition the Committee may in any year include any<br \/>\nother Employee who the Committee has determined has made some unusual<br \/>\ncontribution which would not be expected of such Employee in the ordinary course<br \/>\nof his work.<\/p>\n<p><strong>SECTION 6. STOCK OPTIONS <\/strong><\/p>\n<table style=\"width: 100%; border-collapse: collapse;\" width=\"100%\" cellpadding=\"0\" class=\" \" border=\"0\" cellspacing=\"0\">\n<tbody>\n<tr>\n<td width=\"4%\"><\/td>\n<td width=\"4%\" valign=\"top\">\n<p>A.<\/p>\n<\/td>\n<td valign=\"top\">\n<p>Grant of Options and Price<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>(a) Any Option granted under the Plan may be granted as an Incentive Stock<br \/>\nOption or as a Nonqualified Stock Option as shall be designated by the Committee<br \/>\nat the time of the grant of such Option. Each Option shall be evidenced by an<br \/>\nAgreement between the recipient and the Company, which Agreement shall specify<br \/>\nthe designation of the Option as an ISO or a NQSO, as the case may be, and shall<br \/>\ncontain such terms and conditions not inconsistent with the Plan as the<br \/>\nCommittee, in its sole discretion, may determine in accordance with the Plan.\n<\/p>\n<p>(b) The exercise price for the purchase of Common stock to be issued pursuant<br \/>\nto each Option shall be fixed by the Committee at the time of the granting of<br \/>\nthe Option provided, however, that such exercise price shall in no event be less<br \/>\nthan the fair market value of the Common Stock on the date such Option is<br \/>\ngranted.<\/p>\n<table style=\"width: 100%; border-collapse: collapse;\" width=\"100%\" cellpadding=\"0\" class=\" \" border=\"0\" cellspacing=\"0\">\n<tbody>\n<tr>\n<td width=\"4%\"><\/td>\n<td width=\"4%\" valign=\"top\">\n<p>B.<\/p>\n<\/td>\n<td valign=\"top\">\n<p>Exercise<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>The period during which an Option may be exercised shall be determined by the<br \/>\nCommittee; provided, that such period will not be longer than ten years from the\n<\/p>\n<p align=\"center\">Ex. 10.1-4<\/p>\n<hr>\n<p>date on which the Option is granted. The date or dates on which portions of<br \/>\nan Option may be exercised during the term of an Option shall be determined by<br \/>\nthe Committee. In no case may an Option be exercised at any time for fewer than<br \/>\n50 shares (or the total remaining shares covered by the Option if fewer than 50<br \/>\nshares) during the term of the Option. An Option which is granted in tandem with<br \/>\na SAR may only be exercised upon the surrender of the right to exercise such SAR<br \/>\nfor an equivalent number of shares.<\/p>\n<table style=\"width: 100%; border-collapse: collapse;\" width=\"100%\" cellpadding=\"0\" class=\" \" border=\"0\" cellspacing=\"0\">\n<tbody>\n<tr>\n<td width=\"4%\"><\/td>\n<td width=\"4%\" valign=\"top\">\n<p>C.<\/p>\n<\/td>\n<td valign=\"top\">\n<p>Payment of Shares<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>The exercise price for the Common Stock shall be paid in full when the Option<br \/>\nis exercised. Subject to such rules as the Committee may impose, the exercise<br \/>\nprice may be paid in whole or in part in (i) cash, (ii) whole shares of Common<br \/>\nStock evidenced by negotiable certificates, valued at their fair market value on<br \/>\nthe date of exercise, (iii) by a combination of such methods of payment, or (iv)<br \/>\nsuch other consideration as shall be approved by the Committee.<\/p>\n<p><strong>SECTION 7. STOCK APPRECIATION RIGHTS <\/strong><\/p>\n<p>Stock Appreciation Rights may be granted to participants at such time or<br \/>\ntimes as shall be determined by the Committee and shall be subject to such terms<br \/>\nand conditions as the Committee may impose. A grant of a SAR shall be made<br \/>\npursuant to a written agreement containing such provisions not inconsistent with<br \/>\nthe Plan as the Committee shall approve.<\/p>\n<p>SARs may be exercised at such times or subject to such conditions as the<br \/>\nCommittee shall impose, either at or after the time of grant. SARs which are<br \/>\ngranted in tandem with an Option may only be exercised upon the surrender of the<br \/>\nright to exercise such Option for an equivalent number of shares and may be<br \/>\nexercised only with respect to the shares of Stock for which the related Option<br \/>\nis then exercisable. Option shares with respect to which a tandem SAR shall have<br \/>\nbeen exercised for cash shall not again be available for an Award under this<br \/>\nPlan. Notwithstanding any other provision of the Plan, the Committee may impose<br \/>\nsuch conditions on the exercise of a SAR (including, without limitation, the<br \/>\nright of the Committee to limit the time of exercise to specified periods) as<br \/>\nmay be required to satisfy the applicable provisions of Rule 16b-3 as<br \/>\npromulgated under the Securities Exchange Act of 1934, as amended (the &#8220;Exchange<br \/>\nAct&#8221;).<\/p>\n<p><strong>SECTION 8. RESTRICTED STOCK AWARDS <\/strong><\/p>\n<p>The Committee may make an award of Restricted Stock to selected Employees,<br \/>\nevidenced by an Agreement which shall contain such terms and conditions,<br \/>\nincluding without limitation, forfeiture provisions, as the Committee, in its<br \/>\nsole discretion, may determine. The amount of each Restricted Stock Award and<br \/>\nthe respective terms and conditions of each Award (which terms and conditions<br \/>\nneed not be the same in each case) shall be determined by the Committee in its<br \/>\nsole discretion.<\/p>\n<p align=\"center\">Ex. 10.1-5<\/p>\n<hr>\n<p>The Committee shall establish performance measures for each Restricted Period<br \/>\non the basis of such criteria and to accomplish such objectives as the Committee<br \/>\nmay from time to time, in its sole discretion, determine. Such measures may<br \/>\ninclude, but shall not be limited to, total shareholder return, growth in cash<br \/>\nflow per share, growth in earnings per share, return on assets, or return on<br \/>\nstockholder equity. The Committee may from time to time establish different<br \/>\nperformance objectives for certain operating subsidiaries or sectors of the<br \/>\nbusiness. The maximum number of shares of restricted stock which can be granted<br \/>\npursuant to the Plan will be 200,000 shares per year to any one Employee.<br \/>\nCurrently, the performance criteria for the determination of the<br \/>\nperformance-based restricted shares is the 5-year total shareholder return for<br \/>\nMurphy Oil Corporation as compared to a peer group of six companies. The<br \/>\nCommittee may from time to time establish a different performance criteria.<\/p>\n<p>Shares of Restricted Stock will be subject to forfeiture and may not be sold,<br \/>\ntransferred, pledged, assigned, or otherwise alienated or hypothecated until<br \/>\nsuch time or until the satisfaction of such conditions or the occurrence of such<br \/>\nevents as shall be determined by the Committee either at or after the time of<br \/>\ngrant. Unless otherwise determined by the Committee at the time of grant,<br \/>\nparticipants holding shares of Restricted Stock granted hereunder may exercise<br \/>\nfull voting rights with respect to those shares during the Restricted Period.\n<\/p>\n<p>Unless otherwise determined by the Committee at the time of grant,<br \/>\nparticipants holding shares of Restricted Stock shall be entitled to receive all<br \/>\ndividends and other distributions paid with respect to those shares, provided<br \/>\nthat if any such dividends or distributions are paid in shares of Stock or other<br \/>\nsecurities, such shares or securities shall be subject to the same forfeiture<br \/>\nrestrictions and restrictions on transferability as apply to the Restricted<br \/>\nStock with respect to which they were paid.<\/p>\n<p>Each Employee who has received shares of Common Stock pursuant to a<br \/>\nRestricted Stock Award with respect to which all of the restrictions set forth<br \/>\nin Section 8 shall have lapsed or pursuant to an award of Opportunity Shares<br \/>\nrelated to such Restricted Stock Award shall also receive from the Company a<br \/>\ncash payment in the year following the close of the Restricted Period in an<br \/>\namount determined by the Committee, which amount is intended to allow such<br \/>\nEmployee to pay such Employee153s tax liability (assuming the highest rates of tax<br \/>\napplicable to any individual taxpayer in the year in which such payment is made)<br \/>\nwith respect to (i) such shares and (ii) such cash payment. Provided, however,<br \/>\nunless otherwise determined by the Committee, the cash payment shall in no event<br \/>\nexceed 50% of the fair market value of such shares as of the date that all of<br \/>\nthe restrictions set forth in Section 8 shall have lapsed or as to an award of<br \/>\nOpportunity Shares as of the date of grant thereof.<\/p>\n<p><strong>SECTION 9. TERMINATION OF EMPLOYMENT <\/strong><\/p>\n<p>Unless otherwise determined by the Committee at the time of grant, in the<br \/>\nevent a participant153s employment terminates by reason of Normal Termination, any<br \/>\nOptions granted to such participant which are then outstanding may be exercised<br \/>\nat the earlier of any time prior to the expiration of the term of the Options or<br \/>\nwithin two (2) years after termination and any shares of Restricted Stock then<br \/>\noutstanding shall be prorated for all restricted periods then in effect based on<br \/>\nthe number of months of actual participation.<\/p>\n<p align=\"center\">Ex. 10.1-6<\/p>\n<hr>\n<p>Unless otherwise determined by the Committee at the time of grant, in the<br \/>\nevent a participant153s employment is terminated by reason of death, any Options<br \/>\ngranted to such participant which are then outstanding may be exercised by the<br \/>\nparticipant153s beneficiary or the participant153s legal representative at any time<br \/>\nprior to the expiration date of the term of the Options or within two (2) years<br \/>\nfollowing the participant153s termination of employment, whichever period is<br \/>\nshorter, and any shares of Restricted Stock then outstanding shall be prorated<br \/>\nfor all restricted periods then in effect based on the number of months of<br \/>\nactual participation.<\/p>\n<p>Unless otherwise determined by the Committee at the time of grant, in the<br \/>\nevent the employment of the participant shall terminate for any reason other<br \/>\nthan the ones described in this Section, any Options granted to such participant<br \/>\nwhich are then outstanding shall be canceled and any shares of Restricted Stock<br \/>\nthen outstanding as to which the Restricted Period has not lapsed shall be<br \/>\nforfeited.<\/p>\n<p>A change in employment from the Company or one Subsidiary to another<br \/>\nSubsidiary of the Company shall not be considered a termination.<\/p>\n<p><strong>SECTION 10. CHANGE IN CONTROL <\/strong><\/p>\n<p>Unless the Committee shall otherwise determine, notwithstanding any other<br \/>\nprovision of this Plan or an Agreement to the contrary, upon a Change in<br \/>\nControl, as defined below, all outstanding Awards shall vest, become immediately<br \/>\nexercisable or payable or have all restrictions lifted as may apply to the type<br \/>\nof Award.<\/p>\n<p>A &#8220;Change in Control&#8221; shall be deemed to have occurred if (i) any &#8220;person&#8221;,<br \/>\nincluding a &#8220;group&#8221; (as such terms are used in Sections 13(d) and 14(d)(2) of<br \/>\nthe Exchange Act, but excluding the Company, any of its subsidiaries or any<br \/>\nemployee benefit plan of the Company or any of its subsidiaries or Charles H.<br \/>\nMurphy, Jr. and affiliates of Charles H. Murphy, Jr.) is or becomes the<br \/>\n&#8220;beneficial owner&#8221; (as defined in Rule 13(d)(3) under the Exchange Act),<br \/>\ndirectly or indirectly, of securities of the Company representing 25% or more of<br \/>\nthe combined voting power of the Company153s then outstanding securities; or (ii)<br \/>\nthe stockholders of the Company shall approve a definitive agreement (1) for the<br \/>\nmerger or other business combination of the Company with or into another<br \/>\ncorporation a majority of the directors of which were not directors of the<br \/>\nCompany immediately prior to the merger and in which the stockholders of the<br \/>\nCompany immediately prior to the effective date of such merger own less than 50%<br \/>\nof the voting power in such corporation or (2) for the sale or other disposition<br \/>\nof all or substantially all of the assets of the Company.<\/p>\n<p><strong>SECTION 11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION <\/strong><\/p>\n<p>In the event of any change in the Common Stock by reason of any stock split,<br \/>\nstock dividend, recapitalization, merger, consolidation, reorganization,<br \/>\ncombination, or exchange of shares, split-up, spin-off, share purchase,<br \/>\nliquidation or other similar<\/p>\n<p align=\"center\">Ex. 10.1-7<\/p>\n<hr>\n<p>change in capitalization affecting or involving the Common Stock, or any<br \/>\ndistribution to common stockholders other than regular cash dividends, the<br \/>\nCommittee shall make such substitution or adjustment, if any, as it deems<br \/>\nequitable, as to the number or kind of shares that may be issued under the Plan<br \/>\npursuant to Section 4 and the number or kind of shares subject to, or the price<br \/>\nper share under or terms of any outstanding Award. The amount and form of the<br \/>\nsubstitution or adjustment shall be determined by the Committee and any such<br \/>\nsubstitution or adjustment shall be conclusive and binding on all parties for<br \/>\nall purposes of the Plan.<\/p>\n<p><strong>SECTION 12. MISCELLANEOUS PROVISIONS <\/strong><\/p>\n<p>(a) No Employee or other person shall have any claim or right to be granted<br \/>\nan Award under the Plan and no Award shall confer any right to continued<br \/>\nemployment.<\/p>\n<p>(b) An Employee153s rights and interest under the Plan or any Award may not be<br \/>\nassigned or transferred in whole or in part, either directly or by operation of<br \/>\nlaw or otherwise (except in the event of an Employee153s death, to the Employee153s<br \/>\nBeneficiaries or by will or the laws of descent and distribution), including,<br \/>\nbut not by way of limitation, execution, levy, garnishment, attachment, pledge,<br \/>\nbankruptcy or in any other manner, and no such right or interest of any Employee<br \/>\nin the Plan or in any Award shall be subject to any obligation or liability of<br \/>\nsuch individual. An Award shall be exercisable, during an Employee153s lifetime,<br \/>\nonly by him or her or his or her Personal Representative. Except as specified in<br \/>\nthe applicable Award agreement, the holder of an Award shall have none of the<br \/>\nrights of a shareholder until the shares subject thereto shall have been<br \/>\nregistered on the transfer books of the Company.<\/p>\n<p>(c) Any provision of the Plan or any Agreement to the contrary<br \/>\nnotwithstanding, no Common Stock shall be issued hereunder unless counsel for<br \/>\nthe Company shall be satisfied that such issuance will be in compliance with<br \/>\napplicable Federal, state, or other securities laws.<\/p>\n<p>(d) The Company shall have the power to withhold, or require a participant to<br \/>\nremit to the Company, an amount sufficient to satisfy Federal, state, and local<br \/>\nwithholding tax requirements in respect of any Award, or any exercise or vesting<br \/>\nthereof under the Plan, and the Company may defer payment of cash or issuance of<br \/>\nStock until such requirements are satisfied. The Committee may, in its<br \/>\ndiscretion, permit an Employee to elect, subject to such conditions as the<br \/>\nCommittee shall impose, (i) to have shares of Stock otherwise issuable under the<br \/>\nPlan withheld by the Company or (ii) to deliver to the Company previously<br \/>\nacquired shares of Stock, in either case having a fair market value sufficient<br \/>\nto satisfy all or part of the participant153s estimated total Federal, state, and<br \/>\nlocal tax obligation associated with the transaction.<\/p>\n<p>(e) The expense of the Plan shall be borne by the Company, except as set<br \/>\nforth above in subsection (d) of this Section.<\/p>\n<p>(f) Awards granted under the Plan shall be binding upon the Company, its<br \/>\nsuccessors and assigns.<\/p>\n<p align=\"center\">Ex. 10.1-8<\/p>\n<hr>\n<p>(g) Nothing contained in this Plan shall prevent the Board of Directors from<br \/>\nadopting other or additional compensation arrangements, subject to shareholder<br \/>\napproval if such approval of any such additional arrangement is required.<\/p>\n<p><strong>SECTION 13. AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN<br \/>\n<\/strong><\/p>\n<p>The Board may from time to time amend the Plan or any provision thereof<br \/>\nwithout the consent of the stockholders except in the case of any amendments<br \/>\nthat require stockholder approval in order to comply with the applicable<br \/>\nprovisions of Rule 16b-3.<\/p>\n<p>The Board may terminate the Plan in whole or in part at any time provided<br \/>\nthat no such termination shall impair the terms of Awards then outstanding under<br \/>\nwhich the obligations of the Company have not been fully discharged. Unless<br \/>\nterminated prior, the Plan shall terminate on May 31, 2008. No extension of this<br \/>\ndate may be implemented without stockholder approval.<\/p>\n<p><strong>SECTION 14. GOVERNING LAW <\/strong><\/p>\n<p>The provisions of this Plan shall be interpreted and construed in accordance<br \/>\nwith the laws of the State of Delaware.<\/p>\n<p align=\"center\">Ex. 10.1-9<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8274],"corporate_contracts_industries":[9412],"corporate_contracts_types":[9539,9546],"class_list":["post-40602","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-murphy-oil-corp","corporate_contracts_industries-energy__refining","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40602","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=40602"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40602"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40602"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40602"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}