Amendment No. 2 to Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan

Summary

This amendment, effective July 24, 2018, updates Chevron Corporation’s Non-Employee Directors’ Equity Compensation and Deferral Plan. It allows the company to issue stock options to non-employee directors, provided that the exercise price is at least equal to the fair market value of the stock on the grant date. The amendment was approved by the Board of Directors and signed by the Lead Director, Ronald D. Sugar.

EX-10.3 2 a12312024ex103.htm EX-10.3 Document




Exhibit 10.3
AMENDMENT NUMBER TWO
TO THE CHEVRON CORPORATION
NON-EMPLOYEE DIRECTORS’ EQUITY COMPENSATION AND
DEFERRAL PLAN


WHEREAS, Chevron Corporation (the “Corporation”) maintains the Chevron Corporation Non-Employee Directors’ Equity Compensation and Deferral Plan (the “Plan”);

WHEREAS, pursuant to Section XII.(a) of the Plan, the Board of Directors of the Corporation (the “Board”) has the authority to amend the Plan; and

WHEREAS, the Board desires to amend the Plan, pursuant to this Amendment Number Two, to permit the issuance of stock options so long as the exercise price is not less than the fair market value of a share on the grant date.

NOW, THEREFORE, be it resolved, the Plan is hereby amended, effective July 24, 2018, as follows:

1.     Section VI (Options) is amended by modifying the second sentence of subsection (b) to read as follows:

The exercise price of each Option shall not be less than the Fair Market Value of a Share on the date the Option is granted.

* * *

Effective Date: July 24, 2018
By:/s/ Ronald D. Sugar
Ronald D. Sugar, Lead Director
Chevron Corporation