Free Exhibit - District Court of Connecticut - Connecticut

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_ _ Case 3:02-cv-02201-AWT Document 51 -32 Filed 06/30/2004 Page 1 of 1
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ECHEDULE 14A
(Rule 14a-101) 1 ·
` INFORMATION REQUIRED IN PROXY STATEMENT
SOHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) _
' of the Securities Exchange Act of 1934
On Page 53: · ‘
SEVERANCE AGREEMENTS
Twenty Texaco executives have severance agreements with Texaco, which
expire as ofthe first day of the month immediately following the executives
65th birthday. An executive will be entitled tothe severance benehts set forth .
in the severance agreements if, after the date of first contact by a party, or a
party's representative, with Texaco which results in a 'tzhange of centroi" (ae
defined in the severance agreements) involving that party or its afnliate and
up to _36 months after a change of control, either the executives employment is
terminated without ‘just cause" (as detined in the severance agreements) or the
executive resigns for "good reason." Under the severance agreements, an
executive will be deemed to resign for good reason lf he or she resigns within
50 days aften
- a reduction in the executives base pay;
` — H reduction ln the executive's cash bonus In excess of 20 percent ef the
prior year's award (unless the reduction is due to Te>caeo's performance
under the objective measurements of Texaco‘s Incentive Bonus Plan
effective immediately before the change of control or under the objective
Katz 00063