EXHIBIT 10.4
Murphy Oil
Corporation
Stock Plan for Non-Employee
Directors
The purpose of the Stock Plan for
Non-Employee Directors (the “Plan”) is to advance the
interests of Murphy Oil Corporation (the “Company”) by
enhancing 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.
For purposes of the Plan, the
following terms shall be defined as set forth below:
|
|
(1)
|
“Board” means the Board of Directors
of the Company.
|
|
|
(2)
|
“Change
in Control” shall be deemed to have occurred if (i) any
“person”, including a “group” (as such
terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act,
but excluding the Company, any of its subsidiaries or any employee
benefit plan of the Company) is or becomes the “beneficial
owner” (as defined in Rule 13(d)(3) under the Exchange Act),
directly or indirectly, of securities of the Company representing
25 percent or more of the combined voting power of the
Company’s then outstanding securities; or (ii) the
stockholders of the Company shall approve a definitive agreement
(1) for the merger or other business combination of the Company
with or into another corporation a majority of the directors of
which were not directors of the Company immediately prior to the
merger and in which the stockholders of the Company immediately
prior to the effective date of such merger own less than 50 percent
of the voting power in such corporation or (2) for the sale or
other disposition of all or substantially all of the assets of the
Company.
|
|
|
(3)
|
“Code” means the Internal Revenue
Code of 1986, as amended, together with the published rulings,
regulations, and interpretations duly promulgated
thereunder.
|
|
|
(4)
|
“Committee” means the Committee
referred to in Section III of the Plan which has been designated by
the Board to administer the Plan.
|
|
|
(5)
|
“Common
Stock” or “Common Share” means the Common Stock
of the Company, with a par value of $1.00 per share.
|
|
|
(6)
|
“Company” means Murphy Oil
Corporation and any successor organization.
|
|
|
(7)
|
“Disability” means a physical or
mental condition that prevents the Participant from performing his
duties as a member of the Board for a period expected to exceed six
consecutive months.
|
|
|
(8)
|
“Exchange
Act” means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.
|
Ex. 10.4-1
|
|
(9)
|
“Fair
Market Value” of a share of Common Stock is the mean of the
highest and lowest prices per share on the New York Stock Exchange
Consolidated Tape, or such service as the Board may select, on the
appropriate date, or in the absence of reported sales on such day,
the most recent previous day for which sales were
reported.
|
|
|
(10)
|
“Non-Employee Director” means a
person who, as of any applicable date, is a member of the Board of
Directors and is not an employee of the Company or any of its
subsidiaries.
|
|
|
(11)
|
“Non-Qualified Stock Option” means a
Stock Option granted under Section VI below which is not intended
to be an incentive stock option within the meaning of Section 422
of the Code.
|
|
|
(12)
|
“Option
Price” means the price specified in Section VI
below.
|
|
|
(13)
|
“Participant” means the recipient of
a Stock Option or Restricted Stock Award granted under the
Plan.
|
|
|
(14)
|
“Person” means an individual,
corporation, partnership, association, trust, or any other entity
or organization.
|
|
|
(15)
|
“Restricted Period” means the period
designated by the Committee during which Restricted Stock may not
be sold, assigned, transferred, pledged, or otherwise encumbered
and during which such stock is subject to forfeiture.
|
|
|
(16)
|
“Restricted Stock” means those
shares of Common Stock issued pursuant to a Restricted Stock Award,
which are subject to the restrictions, terms, and conditions
specified by the Committee pursuant to Section VII.
|
|
|
(17)
|
“Restricted Stock Award” means an
award of restricted stock pursuant to Section VII.
|
|
|
(18)
|
“Retirement” means retirement from
the Board of Directors in accordance with the retirement policy
then applicable to Board members, as determined from time to
time.
|
|
|
(19)
|
“Stock
Option” or “Option” means any Non-Qualified Stock
Option to purchase shares of Common Stock granted pursuant to
Section VI below.
|
|
|
(20)
|
“Subsidiary” means (i) any
corporation in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing a majority
of the total combined voting power of all classes of stock in one
of the other corporations in the chain, (ii) any limited
partnership, if the Company or any corporation described in item
(i) above owns a majority of the general partnership interest and a
majority of the limited partnership interests entitled to vote on
the removal and replacement of the general partner, and (iii) any
partnership or limited liability company, if the partners or
members thereof are composed only of the Company, any corporation
listed in item (i) above or any limited partnership listed in item
(ii) above. “Subsidiaries” means more than one of any
such corporations, limited partnerships, partnerships or limited
liability companies.
|
Ex. 10.4-2
The Plan shall be administered by a
Committee of the Board of Directors, designated by the Board and to
be comprised of not less than two members of the Board. Each
director, while serving as a member of the Committee, shall be
considered to be acting in his capacity as a director of the
Company. Members of the Committee shall be appointed from time to
time for such terms as the Board shall determine, and may be
removed by the Board at any time with or without cause. Subject to
the provisions of the Plan, the Committee shall have sole and
complete authority to construe and interpret the Plan, to
establish, amend, and rescind appropriate rules and regulations
relating to the Plan, to determine the Persons to whom and the time
or times at which to grant Stock Options and Restricted Stock
Awards thereunder, to administer the Plan, and to take all such
steps and make all such determinations in connection with the Plan
and the Stock Options and Restricted Stock Awards granted
thereunder as it may deem necessary or advisable to carry out the
provisions and intent of the Plan. All determinations of the
Committee shall be by a majority of its members, and its
determinations shall be final and conclusive for all purposes and
upon all Persons, including but without limitation, the Company,
the Committee, the Board of Directors of the Company, the
Participants, and their respective successors in
interest.
|
IV.
|
Shares
Subject to the Plan .
|
Subject to any adjustment as
provided in Section XI, an aggregate of 400,000 shares of Common
Stock shall be available for issuance of grants under the Plan
however, no more than fifty percent (50%) of the shares available
under the Plan shall be issued in respect to Restricted Stock. The
shares of Common Stock deliverable upon the exercise of Stock
Options or the award of Restricted Stock may be made available from
authorized but unissued Common Shares or Common Shares reacquired
by the Company, including Common Shares purchased in the open
market. If any grants under the Plan shall expire or terminate for
any reason without having been exercised in full, the Common Shares
subject to, but not delivered under, such grants may again become
available for the grant of other Stock Options or Restricted Stock
under the Plan. No Common Shares deliverable to the Company in full
or partial payment of the purchase price payable pursuant to
Section VI of the Plan shall become available for the grant of
other Stock Options or Restricted Stock under the Plan.
Only Non-employee Directors are
eligible to be granted Stock Options or Restricted Stock under the
Plan.
Each Stock Option granted under this
Plan shall be evidenced by a written agreement which shall comply
with and be subject to the following terms and
conditions.
|
|
(1)
|
Grant . Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the
persons to whom Stock Options may be granted, the number of shares
to be covered by each Stock Option, and the conditions and
limitations, if any, in addition to those set forth in this Section
VI, applicable to such Stock Options. Each such grant shall be
co
|
|
