exv10w20



 








Exhibit 10.20




Form of

RESTRICTED STOCK UNIT GRANT AGREEMENT



This Agreement, dated ___, ___, is between CHEVRON CORPORATION (“Company”) and [Employee].



The Management Compensation Committee (the “Committee”) has selected you to receive a special
Restricted Stock Unit award under Section 8 of the Chevron Corporation Long-Term Incentive Plan.
Capitalized terms not defined in this Agreement shall have the same meaning as the defined terms in
the Chevron Corporation Long-Term Incentive Plan, as amended from time to time (the “Plan”). This
award is governed by the Plan and is subject to the following special terms:




     1. You have been awarded ___Restricted Stock Units on ___, ___. (The Restricted
Stock Units were subsequently adjusted to reflect the 2 for 1 stock split for shares on record as
of August 19, 2004.) The restrictions on the Restricted Stock Units shall lapse and you shall be
vested as follows: 50% on the fourth anniversary of the grant date (___, ___) and 50% of the
eighth anniversary of the grant date (___, ___). Social Security taxes are due when the
grant vests and is payable. Currently, with a valid deferral election, Restricted Stock Units are
taxable as ordinary income upon distribution only, not upon vesting.


No certificate for shares of stock shall be issued at the time the grant is made and you shall have
no right to or interest in shares of stock of the Company as the result of this grant agreement.




     2. In order to receive full payment of this award you must remain in the employ of the Company
through ___, ___(the “Full Vesting Date”); provided, however, that if your employment with
the Company terminates at least 180 days following the date of grant but prior to the Full Vesting
Date because of your death or disability, you or your beneficiary will be entitled to receive a
portion of any unvested award determined by multiplying the total number of Restricted Stock Units
(adjusted as provided in paragraph 3 below) by a fraction, the numerator of which is the number of
whole months elapsed from ___, ___up to the date of termination of your employment, and the
denominator of which is ninety-six (96). In the event of your death or disability, any vested
Restricted Stock Units will be distributed to you or your beneficiary in the next insider trading
window following the date of your death or disability. For this purpose, “disability” shall have
the meaning set forth in Section 2(g) of the Plan. The vesting provisions of this paragraph 2 will
apply to this Restricted Stock Unit agreement only, and will supercede the vesting provisions of
the Chevron Long-Term Incentive Plan related to non-qualified stock option and performance share
vesting provisions.



     3. During the period prior to Distribution of all or part of your award, the Restricted Stock
Units will be subject to adjustment as if they represented shares of the Chevron Corporation common
stock which were held in the Chevron Stock Fund of the Chevron Deferred Compensation Plan for
Management Employees or any successor plan thereto (the “DCP”). Dividend equivalent payments
shall be made with respect to the Restricted Stock Units and converted into additional Chevron
stock units as of the dividend payment date. Distribution of accumulated dividend equivalents will
be in the form of additional shares of Chevron common stock, and paid as described in paragraph 4
below.



     4. If you satisfy the vesting requirements set forth in paragraph 1 or 2 above, you will be
entitled to receive payment of the Restricted Stock Units (as adjusted pursuant to paragraph 3
above) in the next insider trading window following the date you satisfy the vesting requirements,
except as provided in 5 below. Stock equal to the number of the full Restricted Stock Units (after
adjustment), net of any taxes, shall be deposited at Mellon Investor Services, Chevron’s stock
transfer agent and registrar, in book-entry form (uncertificated, electronic registration).
Thereafter, you may sell your shares, elect automatic dividend reinvestment, elect to receive a
certificate, or transfer the shares to a broker of your choice. The amount representing any
fractional Restricted Stock Unit shall be valued based the trading price of the Chevron stock fund
in the DCP on the date of vesting, and paid in cash. The payment shall be net of any required tax
withholding.



     5. The provisions of paragraph 4 above to the contrary notwithstanding, you may elect to defer
payment of the vested portion of this award by completing and filing the proper form with the
Committee. If no form is filed, you will be deemed to have made no deferral election. If you
timely file a deferral election it shall be irrevocable on the date it is filed. The portion of
your special Restricted Stock Unit award that is subject to an irrevocable deferral election is
governed by the terms and conditions of the DCP. Diversification out of Restricted Stock Units is
not allowed.


Any distribution made pursuant to this paragraph 5 will be net of any required tax withholding.




1









 








Exhibit 10.20



Any election made under this paragraph 5 shall (a) be made no later than the insider window that is
at least 12 months prior to payment date, and in no event later than December 31, 2006 and (b) be
subject to any special administrative rules imposed by the Committee including rules intended to
Comply with Section 409A of the Code and IRS Notice 2005-1, A-19. No election under this paragraph
5 shall change the payment date of any distribution otherwise scheduled to be paid in 2006 or cause
a payment to be paid in 2006.



Notwithstanding any other provision of this Agreement to the contrary, no distribution will be made
pursuant to this Agreement that would constitute an impermissible acceleration of payment as
defined in Section 409A(a)(3) of the Code and the regulations promulgated thereunder.




     6. The deferred portion of your award shall be distributed, in accordance with the terms and
conditions of the DCP, in the form of a book entry on the books and records of the Company for the
number of shares of Chevron Corporation common stock equal to the number of the full Restricted
Stock Units (as adjusted) at such time. If a distribution is to be made in installments, the
amount of each annual installment (shares of Chevron Corporation common stock) shall be determined
by dividing the balance of the deferred portion of your award by the number of annual payments
remaining to be made.



     7. The Restricted Stock Units representing this award shall be subject to adjustment in the
manner provided in Section 10 of the Plan, Recapitalization.



     8. The provisions of paragraph 4 above will be further restricted if you have not satisfied
the stock ownership guidelines approved by the Committee for your position. Distribution will be
limited to no more than 50% of the vested portion of the award, net of any taxes, and the remaining
units will be assigned to the DCP and distributed in accordance with the terms and conditions of
the DCP upon your Separation from Service (as defined in the DCP).



     9. Prior to distribution of your Restricted Stock Units, if you engage in or have engaged in
during the course of your employment: fraud, material dishonesty, deleterious conduct in violation
of the policy of the Company or its subsidiaries and affiliates, or, at any time, conduct adverse
to the best interests of the Company or its subsidiaries and affiliates, the awards shall be
canceled unless the Committee, in its sole discretion, elects not to cancel such awards.



     10. Notwithstanding any other provision of this Agreement, in the event there is a Change of
Control, all awards shall become fully vested. Non-deferred awards shall be immediately
distributed, and deferred awards shall be distributed in accordance with the distribution election
made under the DCP. The restrictions shall be deemed satisfied as of the day immediately prior to
a Change of Control.



     11. Awards under this Agreement may not be transferred by you during your lifetime and may not
be assigned, pledged or otherwise transferred except by the laws of descent and distribution.



     12. This Agreement shall not confer on you the right to continued employment by the Company,
nor shall this award interfere in any way with the right of the Company to terminate your
employment at any time.



     13. For a period of two years following termination of employment from the Company or its
subsidiaries and affiliates, outstanding award as a result of this Agreement, whether vested or
unvested, shall be cancelled and any financial gain as a result of this Agreement must be repaid to
the Company if you engage in or perform any services, whether on a full-time or part-time or on a
consulting or advisory basis, for a) any of the 100 largest oil and/or gas companies, ranked by
assets, as determined by the annual Oil and Gas Journal listing of the largest oil and gas
producing companies for the preceding year, b) any of the 100 leading non-U.S. oil and gas
companies ranked by assets, as determined by the annual Oil and Gas Journal listing of the largest
oil and gas producing companies for the preceding year, c) any agency, instrumentality or
corporation controlled or owned by a foreign government, which agency, instrumentality or
corporation is primarily in the business of exploring for, producing, refining, marketing or
transporting oil and gas or the primary products thereof, or d) any organization which alone, or in
concert with others, is subject to the reporting and disclosure requirements of the Securities
Exchange Act of 1934, as amended, as a result of the acquisition of the Company’s Common Stock.



     14. This Agreement is not subject to any provisions of the Employee Retirement Income Security
Act (ERISA) of 1974.



2









 





Exhibit 10.20



This award is subject to your signing the enclosed copy of this letter and returning it in the
envelope provided. By accepting this award, you agree to keep this agreement and all of its
provisions confidential and not to disclose any parts thereof to third parties, except that
information relating to this agreement may be divulged (i) to the extent required by any court
order, (ii) to any public authority such as the IRS, (iii) in connection with any tax filing or
(iv) to any financial advisors or tax consultants. Please retain the original of this Agreement
with your important papers.




	 	 	 
	Accepted:

	 	Date:
	 

	 	 
	 

	 	 






3