Chevron Corporation Retainer Stock Option Agreement for Non-Employee Directors

Summary

This agreement is between Chevron Corporation and a non-employee director, granting the director a nonstatutory stock option under the company's Non-Employee Directors’ Equity Compensation and Deferral Plan. The agreement specifies the number of shares, exercise price, vesting schedule, and expiration date of the option. The director must sign the agreement to accept the grant and is bound by the terms of the plan. The option vests in two installments and becomes exercisable after a set date, with a maximum term of ten years unless forfeited earlier.

EX-10.2 4 f10374exv10w2.htm EXHIBIT 10.2 exv10w2

Exhibit 10.2

Form of Retainer Stock Option Agreement under the Chevron Corporation Non-Employee Directors’
Equity Compensation and Deferral Plan

CHEVRON CORPORATION

NON-EMPLOYEE DIRECTORS’ EQUITY COMPENSATION AND DEFERRAL PLAN

[Year] Retainer Option Agreement

Name of Director:

(Please sign below and return this Agreement)

Chevron Corporation has made the following grant to you, subject to the terms of the Non-Employee Directors’ Equity Compensation and Deferral Plan (the “Plan”) and rules adopted under it. Both documents are incorporated into this Agreement and copies are available to you on request. By signing this Agreement and accepting this grant, you are agreeing to all the terms and conditions of the Plan and its rules.

	1.		Date of Grant:

	2.		The Exercise Price is $ [ ] per share, which is the Fair Market Value of the Shares subject to this Retainer Option on the Date of Grant.

	3.		The number of Shares subject to this Retainer Option is [ ] Shares, subject to adjustment as provided in Section 10 of the Plan.

	4.		This Retainer Option is a nonstatutory stock option.

	5.		This Retainer Option vests as follows: 50 percent on January 1, [ ] and the remaining 50 percent on June [ ], [ ].

	6.		This Retainer Option becomes exercisable on June [ ], [ ].

	7.		This Retainer Option is transferable as provided in Section 6 of the Plan and Section III of its rules.

	8.		This Retainer Option will expire ten years from the Date of Grant, or such earlier date as it expires or is forfeited pursuant to Section III of the rules under the Plan.

IN WITNESS WHEREOF, Chevron Corporation has caused this Agreement to be executed on its behalf by its duly authorized representative and the Director has executed the same on the day and year indicated below.

Date: By: