EXHIBIT 10(iii)(f)
EXXON CORPORATION
1997 NONEMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
I. Purpose. The purpose of the 1997 Nonemployee Director Restricted Stock
Plan is to provide ownership of the Corporation's common stock to nonemployee
members of the Board in order to improve the Corporation's ability to attract
and retain highly qualified individuals to serve as directors of the
Corporation; to provide competitive remuneration for Board service; to enhance
the breadth of nonemployee director remuneration; and to strengthen the
commonality of interest between directors and shareholders.
II. Effective Date. The effective date of the Plan shall be the date the
Plan is approved and adopted by the Board.
III. Definitions. In this Plan, the following definitions apply:
(1) "Award" means a restricted stock award granted under this Plan.
(2) "Board" means the Board of Directors of the Corporation.
(3) "Common stock" means Corporation common stock without par value.
(4) "Corporation" means Exxon Corporation, a New Jersey corporation.
(5) "Disability" means a medically determinable physical or mental
impairment which renders a participant substantially unable to
function as a director of the Corporation.
(6) "Nonemployee director" means any member of the Corporation's Board
who is not also an employee of the Corporation or of any affiliate
of the Corporation.
(7) "Participant" means each nonemployee director to whom a restricted
stock award is granted under the Plan.
(8) "Plan" means this Exxon Corporation 1997 Nonemployee Director
Restricted Stock Plan.
(9) "Restricted period" means the period of time from the date of grant
of an award until the restrictions lapse.
(10) "Restricted stock" means any share of common stock granted under the
Plan while subject to restrictions.
(11) "Share" means a share of common stock of the Corporation issued and
reacquired by the Corporation or previously authorized but unissued.
IV. Administration. The Board shall administer the Plan. The Chairman of the
Board shall have responsibility to conclusively interpret the provisions of the
Plan and decide all questions of fact arising in its application. Determinations
made with respect to any individual participant shall be made without
participation by that director.
This Plan and all action taken under it shall be governed, as to construction
and administration, by the law of the State of New York.
During the restricted period shares of common stock granted under the Plan are
not subject in whole or in part to attachment, execution, or levy of any kind.
V. Eligibility and Awards. Each nonemployee director on the effective date
of the Plan shall be granted an award of three hundred (300) shares of
restricted stock representing the annual grant for 1997, together with an
additional award of five hundred (500) shares of restricted stock.
Each person who becomes a nonemployee director for the first time after the
effective date of the Plan shall be granted an award of two thousand (2,000)
shares of restricted stock, effective as of the date such person becomes a
nonemployee director.
Commencing with 1998, each incumbent nonemployee director shall be granted an
award as of the beginning of each year of three hundred (300) shares of
restricted stock.
Each award shall be evidenced by a written instrument or agreement executed by
or on behalf of the Corporation and the participant.
VI. Restricted Period. The restricted period shall commence on the date an
award is granted and shall expire upon the earlier to occur of the participant's
termination of service on the Board
after reaching the age, as determined by the Board, at which the
participant is no longer eligible to stand for election, or
by reason of disability or death.
Upon recommendation of the Chairman, the Board shall have the right in its sole
and absolute discretion to bring the restricted period to an earlier expiration
with respect to some or all of the restricted stock of any individual
participant.
VII. Terms and Conditions of Restricted Stock. A stock certificate
representing the number of shares of restricted stock granted shall be
registered in the participant's name but shall be held in custody by the
Corporation or its agent for the participant's account. Each restricted stock
certificate shall bear a legend giving notice of the restrictions.
Alternatively, in the sole discretion of the Corporation, shares of restricted
stock may be held in book-entry form by the Corporation or its agent for the
participant's account, with appropriate notation of the restrictions made in the
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custodian's records. Each participant must also endorse in blank and return to
the Corporation a stock power for the shares of restricted stock.
During the restricted period the participant shall not be entitled to delivery
of certificates for the restricted stock and cannot sell, transfer, assign,
pledge, or otherwise encumber or dispose of the restricted stock. Otherwise
during the restricted period the participant shall have all rights and
privileges of a shareholder with respect to the restricted stock, including the
rights to vote the shares and to receive dividends paid (other than in stock).
If the participant has remained a member of the Board for the entire restricted
period, restrictions shall lapse at the end of the restricted period. If the
participant ceases to be a member of the Board prior to the expiration of the
restricted period, all of the shares of restricted stock shall be forfeited and
all right, title, and interest of the participant to such shares shall terminate
without further obligation on the part of the Corporation.
At the expiration of the restricted period, one or more stock certificates free
of all restrictions for the number of shares of restricted stock registered in
the name of a participant shall be delivered to that participant or that
participant's estate.
VIII. Regulatory Compliance and Listing. The issuance or delivery of any
shares of restricted stock may be postponed by the Corporation for such period
as may be required to comply with any applicable requirements under the federal
securities laws, any applicable listing requirements of any national securities
exchange, or any requirements under any other law or regulation applicable to
the issuance or delivery of such shares. The Corporation shall not be obligated
to issue or deliver any such shares if the issuance or delivery thereof shall
constitute a violation of any provision of any law or of any regulation of any
governmental authority or any national securities exchange.
IX. Adjustments. Whenever a stock split, stock dividend, or other relevant
change in capitalization occurs:
the number of shares specified to be granted under this Plan upon first
entitlement and annually thereafter shall be appropriately adjusted, and
any new, additional, or different shares or securities issued with
respect to restricted stock previously awarded under the Plan will be
delivered to and held by the Corporation or its agent for the
participant's account and will be deemed included within the term
restricted stock.
X. Amendment of the Plan. Upon recommendation of the Chairman, the Board can
from time to time amend this Plan or any provision thereof prospectively or
retroactively, or can cease making further awards hereunder.
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