Exhibit 10.1


 


 





FIRST
AMENDMENT TO THE

MURPHY OIL CORPORATION

2018 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


 


WHEREAS,
the Murphy Oil Corporation 2018 Stock Plan for Non-Employee Directors (the “Plan”) was adopted by the Board of Directors
(the “Board”) of Murphy Oil Corporation (the “Company”) on February 7, 2018 to enhance the ability of
the Company to attract and retain directors who are in a position to make significant contributions to the success of the Company
and to reward directors for such contributions; and


 


WHEREAS,
pursuant to Section XII of the Plan, the Board has the authority to amend the Plan at any time.


 


NOW THEREFORE,
effective April 25, 2018, the Plan is amended in the manner as set forth below:


 


		1.	The definition of “Restricted
                                         Stock Unit” in paragraph (18) of Section II is amended to delete the phrase “and/or
                                         performance conditions” from such definition.



 


		2.	Section VII is amended to replace
                                         paragraphs (1), (2) and (3) with the following:



 


(1)
Grant of Awards. Restricted Stock and Restricted Stock Units may be granted at any time and from time to time prior to
the termination of the Plan as determined by the Committee. Restricted Stock is an award or issuance of shares, the grant, issuance,
retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued
service) and terms as the Committee deems appropriate. Restricted Stock Units are awards denominated in units of Common Shares
under which the issuance of shares is subject to such conditions (including continued service) and terms as the Committee deems
appropriate. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by a written agreement. Unless determined
otherwise by the Committee, each Restricted Stock Unit will be equal to one Common Share and will entitle a Participant to either
the issuance of Common Shares or payment of an amount of cash determined with reference to the value of Common Shares. To the
extent determined by the Committee, Restricted Stock and Restricted Stock Units may be satisfied or settled in Common Shares,
cash or a combination thereof. Restricted Stock and Restricted Stock Units granted pursuant to the Plan need not be identical
but each grant of Restricted Stock and Restricted Stock Units must contain and be subject to the terms and conditions set forth
below.


 


(2)
Contents of Agreement. Each agreement shall contain provisions regarding (a) the number of Common Shares or Restricted
Stock Units subject to such award or a formula for determining such number, (b) the purchase price of the Common Shares, if any,
and the means of payment, (c) such terms and conditions on the grant, issuance, vesting, and/or forfeiture of the Common Shares
or Restricted Stock Units as may be determined from time to time by the Committee, and (d) restrictions on the transferability
of the Common Shares or Restricted Stock Units. Common Shares issued under a Restricted Stock Award may be issued in the name
of the Participant and held by the Participant or held by the Company, in each case as the Committee may provide.


 


(3)
Vesting Criteria. Restricted Stock and Restricted Stock Units may be subject to time-based vesting conditions. The grant,
issuance, retention, vesting, and/or settlement of shares of Restricted Stock and Restricted Stock Units will occur when and in
such installments as the Committee determines or under criteria the Committee establishes.


 


		3.	Paragraph (5) of Section VII
                                         is amended to delete the last sentence of such paragraph.



 


This first
amendment to the Plan has been approved by the Board as of this 25th day of April, 2018.