{"id":40723,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/termination-agreement-with-charles-a-james-chevron.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"termination-agreement-with-charles-a-james-chevron","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/termination-agreement-with-charles-a-james-chevron.html","title":{"rendered":"Termination Agreement with Charles A. James – Chevron"},"content":{"rendered":"

December 9, 2009 PERSONAL & CONFIDENTIAL<\/strong> Mr. Charles A.
\nJames [address] Dear Mr. James, This letter sets forth terms and conditions upon
\nwhich you and the Company have agreed to in conjunction with your voluntary
\ntermination on May 2, 2010 and your provision of consulting and transition
\nservices thereafter. You agree that, as a result of such termination, you are
\nnot entitled to any of the payments or benefits under your employment agreement
\nwith the Company dated October 3, 2002 (the “Employment Agreement”), except
\nthose payments described in Section 5A. thereof. Payments received under this
\nAgreement shall not be deemed a continuation of active employment and therefore
\nshall not be a part of your compensation for purposes of the determination of,
\nor eligibility for, benefits under any employee benefit, severance or redundancy
\nprogram. Compensation provided by this Agreement shall be subject to normal
\nstatutory income tax provisions in the jurisdiction of your residence and no
\nCompany gross-up or compensation for income tax due will be provided to you. You
\nshall be required to satisfy any personal tax liabilities. The Company will
\nwithhold taxes only to the extent it deems the withholding to be statutorily
\nrequired. If you remain employed by the Company through May 2, 2010 or are
\nterminated by the Company (other than for Misconduct, or by reason of death or
\nDisability) prior to such time, you will be paid $1,500,000 within 10 business
\nafter the earlier of May 2, 2010 or such termination, provided you execute a
\ngeneral release of claims in a form satisfactory to the Company. This payment is
\non account of the restricted stock units awarded to you on March 25, 2009. For
\nthis purpose, “Misconduct” shall have the meaning set forth in the Chevron
\nCorporation Long-Term Incentive Plan, as amended from time to time and
\n“Disability” shall have the meaning set forth in the Company153s long-term
\ndisability plan. In consideration for services to be provided after May 2, 2010,
\nyou will be compensated as follows:<\/p>\n\n\n\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

For your agreement to be available for consulting and transition services for
\na period not to exceed one year, you will receive a one-time cash retainer
\npayment of Five Hundred Thousand Dollars ($500,000), excluding all statutory
\napplicable taxes and withholding. This<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-20<\/p>\n

\n<\/p>\n

Mr. Charles A. James
\nDecember 9, 2009
\nPage 2<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

amount shall be payable to you only if you remain employed by the Company
\nthrough May 2, 2010 or are terminated by the Company (other than for Misconduct,
\nor by reason of death or Disability) prior to such time, and shall be paid
\nwithin 10 business after the earlier of May 2, 2010 or such termination,
\nprovided you execute a general release of claims in a form satisfactory to the
\nCompany.<\/p>\n<\/td>\n<\/tr>\n

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

For time spent after May 2, 2010 in excess of 500 hours performing the duties
\nas mutually agreed upon between you and the Company as part of this consulting
\nand transition services contemplated by this Agreement, you will be compensated
\nat a rate of One Thousand Dollars ($1000) per hour.<\/p>\n<\/td>\n<\/tr>\n

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

Any reasonable incidental business expenses associated with performing this
\nagreement, including but not limited to airfare, transportation services, hotel
\nand meals will be reimbursed at cost.<\/p>\n<\/td>\n<\/tr>\n

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

You will be considered for eligibility to participate on a pro-rated basis in
\nthe Company153s short-term incentive program for 2010.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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 voluntary 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 your voluntary resignation. You agree to comply with all of the
\ncovenants contained in the Employment Agreement that run in favor of the Company
\nincluding, without limitation, those set forth in Section 6 thereof and agree
\nthat this is a voluntary termination within the meaning of Section 4C. thereof.
\nWhen signed by you and the Company in the spaces indicated below, this letter
\nshall become a legally binding agreement between you and the Company. Sincerely,\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Joe W. Laymon<\/p>\n<\/td>\n

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

Joe W. Laymon<\/p>\n<\/td>\n

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

Vice President
\nHuman Resources<\/p>\n<\/td>\n

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

Chevron Corporation<\/p>\n<\/td>\n

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

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

<\/td>\n\n

Date:<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

01-05-10<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E-21<\/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":[9539,9551],"class_list":["post-40723","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40723","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=40723"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40723"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40723"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40723"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}