EXHIBIT 10(iii)(a.1)


 


EXXON MOBIL CORPORATION


2003 INCENTIVE PROGRAM


(as approved by shareholders May 28,
2003)


 


I. Purposes


 


This 2003 Incentive Program is intended to help reward,
retain, and motivate selected employees of the Corporation and its affiliates
and to align further the interests of those employees with the interests of the
Corporation's shareholders through the grant of stock-based awards.


 


II. Definitions


 


The following definitions apply:


 


(1)  'Administrative authority' means the Board, a
committee designated by the Board, the Chairman of the Board, or the Chairman's
delegates authorized to administer outstanding awards under this Program,
establish requirements and procedures for the operation of the Program, and to
exercise other powers assigned to the administrative authority under this
Program in accordance with Section III.


 


(2)  'Affiliate' means a corporation,
partnership, limited liability company, or other entity in which the
Corporation, directly or indirectly, owns an equity interest and which the
administrative authority determines to be an affiliate for purposes of this
Program (including for purposes of determining whether a change of employment
constitutes a termination).


 


(3)  'Award' means a stock option, a stock
appreciation right, restricted stock, a restricted stock unit, performance
stock, a performance stock unit, deferred stock, a deferred stock unit, or
other award granted under this Program.


 


(4)  'Board' means the Board of Directors
of the Corporation.


 


(5)  'Code' means the Internal Revenue
Code, as in effect from time to time.


 


(6)  'Compensation Committee' means the
committee of the Board so designated in accordance with Section IV.


 


(7)  'Corporation' means Exxon Mobil
Corporation, a New Jersey corporation, or its successors.


 


(8)  'Deferred stock' means a share the
delivery of which is subject to a specified deferral period.


 


(9)  'Deferred stock unit' means a stock
unit the settlement of which is subject to a specified deferral period.


 


(10)  'Designated beneficiary' means the person designated
by the grantee of an award pursuant to Section XVI to be entitled, on the death
of the grantee, to any remaining rights arising out of the award.


 


(11)  'Detrimental activity' of a grantee means activity at
any time, during or after employment with the Corporation or an affiliate, that
is determined in individual cases by the administrative authority to be (a) a
material violation of applicable standards, policies, or procedures of the
Corporation or an affiliate; or (b) a material breach of legal or other duties
owed by the grantee to the Corporation or an affiliate; or (c) a material
breach of any contract between the grantee and the Corporation or an affiliate;
or (d) acceptance by grantee of duties to a third party under circumstances
that create a material conflict of interest, or the appearance of a material
conflict of interest, with respect to the grantee's retention of outstanding
awards under this Program.  Detrimental activity includes, without limitation,
activity that would be a basis for termination of employment for cause under
applicable law in the United States, or a comparable standard under applicable
law of another jurisdiction.  With respect to material conflict of interest or
the appearance of material conflict of interest, such conflict or appearance
might occur when, for example and without limitation, a grantee holding an
outstanding award becomes employed or otherwise engaged by an entity that
regulates, deals with, or competes with the Corporation or an affiliate.



 

 







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(12)  ‘Employee’ means an employee of the
Corporation or an affiliate, including a part-time employee or an employee on
military, family, or other approved temporary leave.


 


(13)  'Exchange Act' means the Securities Exchange Act of
1934, as in effect from time to time.


 


(14)  'Fair market value' as of any day means (a) if the
New York Stock Exchange is open for trading on that day, the average of the
high and low price of the shares as reported on the consolidated tape during
the New York Stock Exchange regular session; or (b) if the New York Stock
Exchange is not open for trading on that day, the price determined under the
preceding clause (a) for the most recent prior trading day.


 


(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
and to exercise other powers assigned to the granting authority under this
Program in accordance with Section V.


 


(17)  'Incentive Stock Option' or 'ISO' means a stock
option that meets the requirements of Section 422 of the Code or any successor
provision.


 


(18)  'Other award' means a form of award based on, payable
in, or otherwise related to shares that is not covered by Sections IX, X, XI,
or XII of this Program.


 


(19)  'Performance stock' means a share the delivery of
which is subject to attainment of specified performance criteria.


 


(20)  'Performance stock unit' means a stock unit the
delivery or settlement of which is subject to attainment of specified
performance criteria.


 


(21)  'Program' means this 2003 Incentive Program, as
amended from time to time.


 


(22)  'Reporting person' means a person
subject to the reporting requirements of Section 16(a) of the Exchange Act with
respect to the shares.


 


(23)  'Resign' means to terminate at the
initiative of the employee before standard retirement time. Resignation
includes, without limitation, early retirement at the initiative of the
employee. The time or date of a resignation for purposes of this Program is not
necessarily the employee's last day on the payroll. See Section XV(3).


 


(24)  'Restricted stock' means shares subject to
restrictions on transfer and potential forfeiture for a specified restricted
period.


 


(25)  'Restricted stock unit' means a stock unit subject to
restrictions on transfer and potential forfeiture for a specified restricted
period.


 


(26)  'Rule 16b-3' means Rule 16b-3 or any successor rule
under the Exchange Act that exempts transactions under employee benefit plans,
as in effect from time to time.


 


(27)  'Section 162(m)' means Section 162(m) of the Code and
the regulations thereunder, as in effect from time to time.


 


(28)  'Share' means a share of common stock of the
Corporation, or any security issued in exchange therefor.


 


(29)  'Stock unit' means a right with a value based on the
value of shares.


 


(30)  'Shareholder-approved plan' means any of the plans
constituting parts of any Incentive Programs previously approved by
shareholders of the Corporation.



 

 






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(31)  'Spread'
means the difference between the exercise price per share of an award and the
fair market value of the underlying shares on the date the award is exercised.


 


(32)  'Standard retirement time' means (a)
for each US-dollar payroll employee, the first day of the month immediately
following the month in which the employee attains age 65; and (b) for each
other employee, the comparable age in that employee's payroll country as
determined by the administrative authority with reference to local law, custom,
and affiliate policies regarding retirement.


 


(33)  'Stock appreciation right' or 'SAR' means an award
giving the grantee the right to receive the spread on the shares specified in
the award.


 


(34)  'Terminate' means cease to be an employee for any
reason, whether at the initiative of the employee, the employer, or otherwise. 
That reason could include, without limitation, resignation or retirement by the
employee; discharge of the employee by the employer, with or without cause;
death; transfer of employment to an entity that is not an affiliate; or a sale,
divestiture, or other transaction as a result of which an employer ceases to be
an affiliate.  A change of employment from the Corporation or one affiliate to
another affiliate, or to the Corporation, is not a termination.  The time or
date of termination is not necessarily the employee's last day on the payroll. 
See Section XV(3).


 


III. Administration


 


The Board is the ultimate administrative authority for this
Program, with the power to interpret and administer its provisions. The Board
may delegate its authority to a committee which, except in the case of the
Compensation Committee, need not be a committee of the Board.  Subject to the
authority of the Board or an authorized committee, the Chairman and his
delegates will serve as the administrative authority for purposes of
establishing requirements and procedures for the operation of the Program;
making final determinations and interpretations with respect to outstanding
awards; and exercising other powers assigned to the administrative authority
under this Program.


 


IV. Compensation Committee


 


The Board will appoint a Compensation Committee.  The
Compensation Committee will consist of three or more non-employee members of
the Board, each of whom satisfies such criteria of independence as the Board
may establish and such additional regulatory or listing requirements as the
Board may determine to be applicable or appropriate.  No award under this
Program may be granted to a member of the Compensation Committee.


 


V. Right to Grant Awards; Reserved Powers;
Eligibility


 


(1)  The Board is the ultimate granting authority for this Program,
with the power to select eligible persons for participation and to make all
decisions concerning the grant or amendment of awards.  The Board may delegate
this authority in whole or in part (a) in the case of reporting persons, to the
Compensation Committee; and (b) in the case of employees who are not reporting
persons, to a committee of two or more persons who may, but need not, be
directors of the Corporation.


 


(2)  The granting
authority has sole discretion to select persons for awards under this Program,
except that grants may be made only to persons who at the time of grant are, or
within the immediately preceding 12 months have been, employees of the
Corporation or of an affiliate in which the Corporation directly or indirectly
holds a 50 percent or greater equity interest.  No person is entitled to an
award as a matter of right, and the grant of an award under this Program does
not entitle a grantee to any future or additional awards.


 


VI. Term


 


This Program will become effective when approved by the
shareholders of the Corporation and will terminate when there are no longer any
outstanding awards under the Program.


 


VII.  Available Shares


 


(1)  The maximum number of shares issued pursuant to awards
under this Program may not exceed 220,000,000 shares.  Within this overall
limitation, the following additional limitations also apply:







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(a)  No more
than 20,000,000 shares may be issued under ISOs;


 


(b)  No more than 5,000,000 shares
may be granted under stock options or SARs to any one grantee in any one
calendar year;


 


(c)  No more than 10,000,000 shares may be
issued under other awards pursuant to Section XIII; and


(d) Grants of performance stock and
performance stock units to certain senior executives under Section XI(2) are
subject to the limitation based on annual net income specified in Section
XI(2)(b).


 


(2)  To the extent an award under this Program is settled
in cash, expires unexercised, or is forfeited or cancelled, shares subject to
the award will not be considered to have been issued and will not be applied
against the maximum number of shares under the preceding clause (1).


 


(3)  Shares surrendered to or withheld by the Corporation
in payment of the exercise price or applicable taxes upon exercise or
settlement of an award may also be used thereafter for additional awards.


 


VIII. Adjustments


 


Whenever a stock split, stock dividend, merger, or other
relevant change in capitalization occurs, the administrative authority (which,
in the case of reporting persons, must be the Compensation Committee) may
adjust the terms of outstanding awards, as well as the terms of this Program
relating to the number of shares that may be granted or issued, as appropriate
to prevent either dilution or enlargement of the rights of grantees and
potential grantees.


 


IX. Stock Options; SARs


 


(1)  Subject to the terms of this Program, stock options
and SARs may be granted to selected persons upon such terms and conditions as
the granting authority determines, except that:


 


(a)  The exercise price per share may not be less than 100
percent of fair market value on the date of grant; 


 


(b)  Except in case of death as provided in Section XVI, a
stock option or SAR may not become exercisable until at least one year after
the date of grant; and


 


(c)  An unexercised stock option or SAR will expire at the
earliest of the following times:


 


(i)  Ten years after it is granted;


 


(ii)  Any earlier date specified in the
award; or 


 


(iii)  Such earlier date as may apply
under Section XV.


 


(2)  The granting authority may designate any stock option
as an ISO.  However, the aggregate fair market value (determined as of the date
a stock option is granted) of shares underlying stock options designated as
ISOs that become exercisable for the first time by any grantee during any
calendar year (under this Program and all other plans of the Corporation and
any affiliate) may not exceed $100,000 (or such other amount as may be
reflected in the limits imposed from time to time by Section 422(d) of the Code
or any successor provision).  This limitation will be applied by taking stock
options into account in the order in which they were granted. In addition, (a)
the total number of shares granted as ISOs under this Program may not exceed
the limit specified in Section VII(1)(a); and (b) no ISO may be granted after
the tenth anniversary of the date on which shareholders approve this Program. 
If a stock option or portion that is intended to qualify as an ISO fails to
meet the foregoing requirements, the option or portion will be treated as not
being an ISO but will otherwise remain a valid stock option according to its
terms.







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(3)
 Payment of the exercise price of a stock option may be made in cash or shares
in accordance with the terms of this Program and any requirements or procedures
of the administrative authority in effect at the time.  If permitted by the
administrative authority, shares used as payment need not be physically
delivered to the Corporation but may be deemed transferred so that only a net
number of shares is physically delivered to the grantee in settlement of an
option exercise.  Shares used as payment will be valued at fair market value.  For
this purpose, the administrative authority may establish procedures under which
fair market value is determined either on the date of exercise or as of the
immediately preceding day.


 


(4)  SARs
may be granted as freestanding awards or in tandem with stock options.  A
tandem SAR may be included with a stock option at the time the option is
granted or by an amendment of the option.  Exercise of a tandem SAR will be
deemed a surrender of the related stock option for cancellation and vice versa.
 SARs may be settled in cash, shares, or a combination thereof.


 


(5)  A
stock option or SAR may provide that it will be deemed to be automatically
exercised on the last day of its term if the award has positive value and would
otherwise expire unexercised under subsections (1)(c)(i) or (1)(c)(ii) of this
Section IX.


 


X.
Restricted Stock; Restricted Stock Units


 


Subject to the terms of this Program, restricted stock and
restricted stock units may be granted to selected persons upon such terms and
conditions as the granting authority determines, including: the duration and
conditions of the applicable restricted periods; whether or not, in the case of
restricted stock, the grantee has the right to vote the shares or receive
dividends; and, in the case of restricted stock units, the method of
settlement, which may be in cash, shares, or a combination thereof.  However,
except in case of death (which is covered in Section XVI), the restricted
period for restricted stock and restricted stock units granted under this
Section X may not be less than three years from the date the award is approved
by the granting authority.


 


XI.
Performance Stock; Performance Stock Units


 


(1)  Subject to the
terms of this Program, performance stock and performance stock units may be
granted to selected persons upon such terms and conditions as the granting
authority determines, including: the applicable performance periods and
performance criteria; maximum, minimum and target settlement values, if
applicable; whether or not, in the case of performance stock, the grantee has
the right to vote the shares or receive dividends; and, in the case of
performance stock units, the method of settlement, which may be in cash,
shares, or another form of award permitted under this Program, or a combination
thereof.  However, the performance period for performance stock and performance
stock units granted under this Section XI may not be less than 12 months.  The
extent to which performance criteria have been achieved will be determined by
the administrative authority (which, in the case of awards granted under
Section XI(2), must be the Compensation Committee).


 


(2)  Performance
stock or performance stock units granted to the Corporation's Chief Executive
Officer, the other four most highly compensated officers, and any other key
employees designated by the Compensation Committee as of the end of each
taxable year of the Corporation will be subject to the following additional
terms:


 


(a)  The award will be subject both to the
shareholder-approved performance goal specified in paragraph (b) of this
Section XI(2) and to the attainment of such other objective goals as shall be
pre-established by the Compensation Committee based on one or more of the following
performance criteria:  earnings per share, net income, cash flow, operating
income, return on capital employed, and total shareholder return.


 


(b)  The maximum amount of awards granted
under these terms to any one grantee for any one year is limited to the
shareholder-approved performance goal of one-half of one percent (0.5 percent)
of the Corporation's net income from operations for that year.  For this
purpose, performance stock will be valued at the fair market value of shares
and performance stock units will be valued at the fair market value of one
share per unit on the date of grant.  The Compensation Committee may award a
grantee less, but not more, than the maximum award under this Section XI(2).


 


XII.
Deferred Stock; Deferred Stock Units


 


(1)  Subject to the
terms of this Program, deferred stock and deferred stock units may be granted
to selected persons upon such terms and conditions as the granting authority
determines, including: the duration of the deferral period; the number of
installments in which delivery of deferred stock or settlement of deferred
stock units will be made; whether or not, in the case of deferred stock, the
grantee has the right to vote the shares or receive dividends; and, in the case
of deferred stock units, the method of settlement, which may be in cash,
shares, or a combination thereof.  However, deferred stock and deferred stock
units granted     









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under
this Section XII may only be granted in lieu of salary, bonus, or incentive
compensation that would otherwise be paid to the grantee in cash.  For
this purpose, deferred stock will be valued at the fair market value of shares
and deferred stock units will be valued at the fair market value of one share
per unit on the date of grant.


 


(2)  Deferred stock
and deferred stock units may be awarded at the election of the granting
authority or, if the granting authority permits and subject to any requirements
and procedures established by the administrative authority, at the election of
the grantee.


 


XIII.
Other Awards


 


Subject to the terms of this Program (including the
10,000,000 share limit specified in Section VII(1)(c)), other awards may be
granted to selected persons upon such terms and conditions as the granting
authority determines consistent with the overall purposes of this Program.


 


XIV.
Deferred and Installment Settlement; Dividend and Interest Equivalents


 


(1)  The
granting authority may permit or require settlement of any award under this
Program to be deferred and to be made in one or more installments upon such
terms and conditions as the granting authority may determine at the time the
award is granted or by amendment of the award.


 


(2)  Any
form of award may accrue dividend equivalents upon such terms and conditions as
the granting authority determines.  Dividend equivalents may be paid currently
in cash or may be deemed to be reinvested in additional shares (which may
thereafter accrue additional dividend equivalents).  Any reinvestment will be
at fair market value on the date thereof.  Reinvested dividend equivalents will
be settled in cash or shares upon exercise, settlement, or payment of, or lapse
of restrictions on, the underlying award, and will expire or be forfeited or
cancelled upon the same conditions as the underlying award.


 


(3)  An award that is
settled in whole or in part in cash on a deferred basis may provide for interest
equivalents to be credited with respect to the cash payment upon such terms and
conditions as the granting authority determines.  Interest equivalents may be
paid currently or may be added to the balance of the award amount and
compounded.  Compounded interest equivalents will be paid in cash upon
exercise, settlement, or payment of, or lapse of restrictions on, the
underlying award, and will expire or be forfeited or cancelled upon the same
conditions as the underlying award.  The granting authority may delegate to the
administrative authority the right to determine the rate or rates at which
interest equivalents will accrue.


 


(4)  The crediting of
dividend or interest equivalents on an outstanding award is not a new grant for
purposes of the eligibility provisions of Section V(2).


 


XV. Termination;
Detrimental Activity


 


(1)  If
a grantee terminates before standard retirement time, other than by reason of
death, all outstanding awards of the grantee under this Program (including unexercised
stock options or SARs, restricted stock and restricted stock units still
subject to restriction, and performance stock, performance stock units,
deferred stock, deferred stock units, and other awards not yet paid or settled)
will automatically expire and be forfeited as of the date of termination except
to the extent the administrative authority (which, in the case of reporting
persons, must be the Compensation Committee) determines otherwise.


 


(2)  If
a grantee resigns, the administrative authority (which, in the case of
reporting persons, must be the Compensation Committee) may, in furtherance of
the employee-retention purpose of this Program or for other good reason,
require the grantee to pay to the Corporation an amount equal to the spread on
any stock option or SAR exercised by the grantee during the six-month period
immediately preceding such resignation.  The provisions of this Section XV(2)
are in addition to, not in lieu of, the other consequences of termination
provided in this Section XV.


 


(3)  For
purposes of this Program, the administrative authority may determine that the
time or date an employee resigns or otherwise terminates is the time or date
the employee gives notice of resignation, accepts employment with another
employer, otherwise indicates an intent to resign, or is discharged.  The time
or date of termination for this purpose is not necessarily the employee's last
day on the payroll.


 


(4)  If
the administrative authority (which, in the case of reporting persons, must be
the Compensation Committee) determines that a grantee has engaged in
detrimental activity, whether or not the grantee is still an employee, then the
administrative authority may, effective as of the time of such determination,
cancel and cause to expire all or part of the grantee's outstanding









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awards
under this Program (including unexercised stock options or SARs, restricted
stock and restricted stock units still subject to restriction, and performance
stock, performance stock units, deferred stock, deferred stock units, and other
awards not yet paid or settled).


 


(5)  If
the administrative authority is advised or has reason to believe 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 exercise, delivery or settlement of all or any
specified portion of such grantee's outstanding awards pending an investigation
of the matter.


 


XVI.
Death; Beneficiary Designation


 


(1)  Unless
otherwise specified in the award, if a grantee dies:


 


(a)  Any of the grantee's stock options or SARs that are not yet
exercisable will become immediately exercisable in full;


 


(b)  Any remaining restrictions with respect to the grantee's
restricted stock or restricted stock units will expire; and


 


(c)  The administrative authority may alter or accelerate the
settlement schedule of any performance stock, performance stock units, deferred
stock, deferred stock units, or other award payable on a deferred or
installment basis.


 


(2)  Any
rights with respect to an award existing after the grantee dies are exercisable
by the grantee's designated beneficiary or, if there is no designated beneficiary,
by the grantee's estate representative or lawful heirs as demonstrated to the
satisfaction of the administrative authority.  Beneficiary designations must be
made in writing and in accordance with such requirements and procedures as the
administrative authority may establish.


 


XVII.
Amendments to the Program and Outstanding Awards; Shareholder Approval


 


(1)  The Board can
from time to time amend this Program or halt the grant of new awards under this
Program, except that approval of the shareholders of the Corporation will be
required for any amendment (other than adjustments under Section VIII):


 


(a)  To increase the maximum number of shares that may be issued
under Section VII; 


 


(b)  To decrease the minimum exercise price per share of a stock
option or SAR; or


 


(c)  That would otherwise materially increase the benefits
accruing to participants under the Program.


 


An
amendment of this Program will, unless the amendment provides otherwise, be
immediately and automatically effective for all outstanding awards.


 


(2)  Without amending
this Program, the granting authority may amend any one or more outstanding
awards under this Program or any other shareholder-approved plan to incorporate
in those awards any terms that could be incorporated in a new award under this
Program, except that approval of the shareholders of the Corporation will be
required for any amendment of an outstanding stock option or SAR to decrease
the exercise price per share (other than an adjustment under Section VIII).  An
award as amended must satisfy any conditions or limitations applicable to the
particular type of award under the terms of this Program.


 


(3)  Approval of the
shareholders of the Corporation will also be required for (a) any cancellation
of an outstanding option or SAR in exchange for the grant of a new option or
SAR having a lower exercise price per share or (b) any cancellation of an
outstanding option or SAR having an exercise price above the current market
price of the shares in exchange for another form of award under this Program.


 


XVIII. Withholding Taxes


 


The Corporation has the right, in its sole discretion, to
deduct or withhold at any time shares, stock units, or cash otherwise payable
or deliverable in order to satisfy any required withholding, social security,
and similar taxes and contributions with respect to awards under this Program. 
Withheld shares may be retained by the Corporation or sold on behalf of the
grantee.  Alternatively,


 



 

 







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the Corporation also has the right in its
sole discretion, to require the grantee at any time to deposit with the
Corporation cash in an amount determined by the Corporation to be necessary to
satisfy required withholding, social security, and similar taxes and
contributions with respect to awards under this Program.  In its sole
discretion, the Corporation may permit the grantee to satisfy all or part of
the grantee's obligations under this Section XVIII by delivering, in accordance
with any applicable requirements or procedures of the administrative authority,
shares previously owned by the grantee.  Shares withheld or delivered in
accordance with this Section XVIII will be valued at fair market value.  For
this purpose, the administrative authority may establish procedures under which
fair market value is determined either on the date of withholding or delivery
or as of the immediately preceding day.


 


XIX.
Non-US Awards


 


Subject to the limitations contained in this Program, the
granting authority may establish different terms and conditions for awards to
persons who are residents or nationals of countries other than the United
States in order to accommodate the local laws, tax policies, or customs of such
countries.  Such terms and conditions may include, without limitation, granting
cash-only stock appreciation rights or stock units in lieu of or in tandem with
share awards.  The granting authority may adopt one or more supplements or
sub-plans under this Program to implement those different terms and conditions.


 


XX.
General Provisions


 


(1)  Shares
subject to awards under this Program may either be authorized but unissued
shares or previously issued shares that have been reacquired by the
Corporation.


 


(2)  For
reporting persons, transactions under this Program are intended to comply with
all applicable conditions of Rule 16b-3.  If any provision of this Program or
any action by an authority under this Program fails to so comply, such
provision or action will, without further action by any person, be deemed to be
automatically amended to the extent necessary to effect compliance with Rule
16b-3 or if such provision or action cannot be amended to effect such
compliance, be deemed null and void.


 


(3)  An award under
this Program is not transferable except by will or the laws of descent and
distribution, and is not subject to attachment, execution, or levy of any kind.
 The designation by a grantee of a designated beneficiary is not a transfer for
this purpose.


 


(4)  A particular
form of award may be granted to a grantee either alone or in addition to other
awards hereunder.  The provisions of particular forms of award need not be the
same for each grantee.


 


(5)  Unless otherwise
provided in the terms of an award, an award will not give the grantee any
rights as a shareholder until any shares subject to or deliverable in
settlement of the award are actually issued and registered in the name of the
grantee free of restriction.


 


(6)  An
award may be granted for no consideration, for the minimum consideration
required by applicable law, or for such other consideration as the granting
authority may determine.


 


(7)  An
award and any shares in settlement of an award may be evidenced in such manner
as the administrative authority determines, including by physical instrument or
certificate, by electronic communication, or by book entry.  In the event of
any dispute or discrepancy regarding the terms of an award, the records of the
administrative authority will be determinative.


 


(8)  The
grant of an award under this Program does not constitute or imply a contract of
employment and does not in any way limit or restrict the ability of the
employer to terminate the grantee's employment, with or without cause, even if
such termination results in the expiration, cancellation, or forfeiture of
outstanding awards.


 


(9)  A
grantee will have only a contractual right to the shares or amounts, if any,
payable in settlement of an award under this Program, unsecured by any assets
of the Corporation or any other entity.


 


(10)  This Program
will be governed by the laws of the State of New York and the United States of
America, without regard to any conflict of law rules.


 








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