CHEVRON CORP
EX-10.9
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<DESCRIPTION>EX-10.9
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<DIV><FONT size="1" style="font-size:1pt;color:white">    Page 1    Chevron Corporation  Stock Appreciation Right Award Agreement    Exhibit 10.9    1. NOTICE OF STOCK APPRECIATION RIGHT AWARD.    You have been granted Stock Appreciation Rights, subject to the terms and conditions of the 2022 Long-Term Incentive Plan of  Chevron Corporation (&#8220;Plan&#8221;) and this Award agreement (&#8220;Agreement&#8221;). By accepting this Stock Appreciation Right Award,  you agree to all terms and conditions of the Plan, its Rules, and any provisions within this Agreement.  In the event of any  conflict between the provisions of this Agreement and the terms of the Plan or Rules, the terms of the Plan and/or Rules shall  govern. Defined terms that are not defined herein shall have the meaning ascribed to them in the Plan or Rules. For a copy of  the plan documents, go to the Executive Plans website, the Global Executive Plans website, or contact the Executive  Compensation Group at [email address] or [phone number].   1.1 NAME OF EMPLOYEE:   1.2  GRANT DATE:    1.3 NUMBER OF STOCK APPRECIATION RIGHTS GRANTED:   1.4 EXERCISE PRICE PER SHARE:   1.5 VESTING SCHEDULE. Subject to the Participant&#8217;s continued service on each vesting date, the Stock Appreciation  Rights Award will vest as follows:    (i) One third (1/3) of the Stock Appreciation Rights Award will vest on [DATE]  (ii) One third (1/3) of the Stock Appreciation Rights Award will vest on [DATE]  (iii) The remaining one third (1/3) of the Stock Appreciation Rights Award will vest on [DATE]    1.6 EXPIRATION DATE: Unless otherwise described herein and provided you remain employed by the Corporation,  your vested Stock Appreciation Rights may be exercised until [DATE] the tenth anniversary of the Grant Date. If the  expiration date falls on a day that the New York Stock Exchange (NYSE) is closed, Stock Appreciation Rights may be  exercised only up until the last day that the NYSE is open immediately prior to the Expiration Date.    2. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS AWARD.    2.1 EFFECT OF TERMINATION ON VESTING AND EXERCISE PERIOD. Termination of employment impacts  your Stock Appreciation Rights Award&#8217;s Vesting Schedule and Expiration Date.   a. Termination in a Non-European Union Payroll Country  If you are on a non-European Union country&#8217;s payroll at Termination of employment, your Stock Appreciation  Rights Award is affected as follows.   i. If your employment Terminates prior to [DATE] of the year following the Grant Date, then all Stock  Appreciation Rights will be forfeited as of your date of Termination.  ii. If your employment Terminates on or after [DATE] of the year following the Grant Date and if, upon  Termination, you are at least age 65, have at least 90 points (sum of age and service at Termination), or have  retired due to Mandatory Retirement, then one hundred percent (100%) of the Stock Appreciation Rights  Award will vest as of your date of Termination. The vested portion of your Stock Appreciation Rights  Award will be exercisable until the Expiration Date as described in Section 1.6.    iii. If your employment Terminates on or after [DATE] of the year following the Grant Date and if, upon  Termination you are at least age 60 or have at least 75 points (sum of age and service at Termination, then a  portion of the Stock Appreciation Rights Award will vest as follows: the vested portion of your Stock  Appreciation Rights Award is determined by multiplying the number of Stock Appreciation Rights granted  by the number of completed months from the Grant Date to your termination date, up to a maximum of 36  months, divided by 36 months. The unvested portion of your Stock Appreciation Rights Award will be  forfeited as of your date of Termination. The vested portion of your Stock Appreciation Rights Award will  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">  Page 2               be exercisable until the earlier of the last day that the NYSE is open that is no more than five years after your  Termination date or the Expiration Date as described in Section 1.6.   iv. If your employment Terminates on or after [DATE] of the year following the Grant Date and if, upon  Termination you are less than age 60 or have less than 75 points (sum of age and service at Termination),  then the unvested portion of your Stock Appreciation Rights Award will be forfeited as of your date of  Termination. The vested portion of your Stock Appreciation Rights Award will be exercisable until the  earlier of the last day that the NYSE is open that is no more than 180 days after your termination date or the  Expiration Date as described in Section 1.6.   v. Notwithstanding the foregoing, one hundred percent (100%) of the Stock Appreciation Rights Award will  vest if you Terminate employment after a Change in Control and are eligible for a severance pay benefit  under the Chevron Corporation Change in Control Surplus Employee Severance Program for LTIP Eligible  Participants in Salary Grades 43 and Below, as may be amended. The vested portion of your Stock  Appreciation Rights Award will be exercisable until the Expiration Date as described in Section 1.6.  b. Termination in a European Union Payroll1 Country  If you are on a European Union country&#8217;s payroll at Termination of employment, your Stock Appreciation Rights  Award is affected as follows.     i. If your employment Terminates prior to [DATE] of the year following the Grant Date, then all Stock  Appreciation Rights will be forfeited as of your date of Termination.    ii. If your employment Terminates on or after [DATE] of the year following the Grant Date and if, upon  Termination, you have at least 30 years of service, then one hundred percent (100%) of the Stock  Appreciation Right Award will vest as of your date of Termination. The vested portion of your Stock  Appreciation Rights Award will be exercisable until the Expiration Date as described in Section 1.6.      iii. If your employment Terminates on or after [DATE] of the year following the Grant Date and if, upon  Termination you have at least 25 years of service but less than 30 years of service, then a portion of the  Stock Appreciation Right Award will vest as follows: the total vested portion of your Stock Appreciation  Right Award is determined by multiplying the number of Stock Appreciation Rights granted by the number  of completed months from the Grant Date to your termination date, up to a maximum of 36 months, divided  by 36 months, the unvested Stock Appreciation Rights will be forfeited as of your date of Termination. The  vested portion of your Stock Appreciation Rights Award will be exercisable until the earlier of, the last day  that the NYSE is open that is no more than five years after your Termination date or the Expiration Date as  described in Section 1.6.     iv. If your employment Terminates on or after [DATE] of the year following the Grant Date and if, upon  Termination you have less than 25 years of service, then any unvested Stock Appreciation Rights are  forfeited as of your date of Termination. The vested portion of your Stock Appreciation Rights Award will  be exercisable until the earlier of the last day that the NYSE is open that is no more than 180 days after your  termination date or, the Expiration Date as described in Section 1.6.    v. Notwithstanding the foregoing, one hundred percent (100%) of the Stock Appreciation Rights Award will  vest if you Terminate employment after a Change in Control and are eligible for a severance pay benefit  under the Chevron Corporation Change in Control Surplus Employee Severance Program for LTIP Eligible  Participants in Salary Grades 43 and Below, as may be amended. The vested portion of your Stock  Appreciation Rights Award will be exercisable until the Expiration Date as described in Section 1.6.     2.2 DISABILITY.  For purposes of the Vesting Schedule and the Expiration Date of your Stock Appreciation Rights  Award, you are deemed to have Terminated upon the earlier of twenty-nine (29) months after the commencement of  long-term disability benefits under a plan or program sponsored by the Corporation, or the date you fail to qualify, or  no longer qualify for such long-term disability benefits, provided that you do not return to active employment with the  Corporation at that time.  2.3 FAILURE TO EXERCISE. Unexercised Stock Appreciation Rights Awards will be forfeited upon the market close  of the NYSE on the Expiration Date of the Grant.      1 As defined in the Rules as of the date of termination.  </FONT></DIV>
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<DIV><FONT size="1" style="font-size:1pt;color:white">  Page 3               2.4 METHOD OF EXERCISE. You may exercise the vested portion of your Stock Appreciation Rights Award under the  SAR exercise method. For more information, please refer to &#8220;Exercise Choices and Examples&#8221; on the Global  Executive Plans website.   2.5 NO DEFERRAL. You may not defer payment of proceeds as a result of the exercise of your Stock Appreciation  Rights Award.  2.6 FORFEITURE AND REPAYMENT. Stock Appreciation Rights Awards may be forfeited for Misconduct as  defined in the Plan, and the Corporation may demand repayment of amounts received upon exercise on or after the  date of the Misconduct. As an additional condition of receiving the Stock Option Awards, you agree that the Stock  Option Awards and any proceeds or other benefits you may receive hereunder shall be subject to forfeiture and/or  repayment to the Corporation (i) under the terms of the Corporation&#8217;s Dodd-Frank Clawback Policy, as may be  amended from time to time (and such requirements shall be deemed incorporated into this Agreement without your  additional consent), to the extent applicable to you or (ii) to comply with any requirements imposed under applicable  laws and/or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Common  Stock is listed or quoted. See the terms of the Plan for additional information  2.7 TAXATION.  You are responsible for all taxes with respect to the Stock Appreciation Rights Award. The Corporation  makes no guarantees regarding the tax treatment of your Award and the tax consequences of Stock Appreciation  Rights Awards vary, and depending on the country&#8217;s laws that govern this Stock Appreciation Rights Award, taxation  can be triggered upon events such as the grant, vest, and/or exercise of such Stock Appreciation Rights Award.   Consult the prospectus or prospectus supplement and your tax advisor for more information regarding the tax  consequences of your Stock Appreciation Rights Award. For a copy of the prospectus or prospectus supplement, go to  Executive Plans website or the Global Executive Plans website.  2.8 ADJUSTMENTS.  In the event of any change in the outstanding shares of Common Stock by reason of any stock  dividend or split, recapitalization, reclassification, merger, consolidation, or other similar corporate change, the  number of Stock Appreciation Rights and the Exercise Price of the Stock Appreciation Rights Award under this  Agreement shall be adjusted, as appropriate.   2.9 NON-TRANSFERABILITY OF AWARD. You are not permitted to sell, transfer, pledge, assign or encumber this  Stock Appreciation Rights Award during your lifetime. Notwithstanding the foregoing, this Stock Appreciation Rights  Award may be transferred or assigned after your death to your beneficiary.   2.10 BENEFICIARY DESIGNATION. You may designate a beneficiary for your Stock Appreciation Rights Award on  the Benefit Connection website. Benefit Connection can be accessed on the Chevron U.S. Benefits website  hr2.chevron.com.  Non-U.S. payroll employees may download a Beneficiary Designation form from the Global  Executive Plans website.  2.11 NO RIGHT TO CONTINUED EMPLOYMENT.  The granting of the Stock Appreciation Rights Award shall  impose no obligation on the Corporation or its affiliate to continue your employment.  2.12 RIGHTS AS A STOCKHOLDER.  You will have none of the rights of a stockholder of the Corporation with respect  to the Stock Appreciation Rights Award.  2.13 AMENDMENT.  This Agreement may not be altered, modified or amended except by written instrument signed by  both parties and in accordance with the terms of the Plan.      </FONT></DIV>
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