Exhibit 10(iii)(j)
NONCOMPETE AGREEMENT AND RELEASE
________________________________
ExxonMobil will pay Xxxxx X. Xxxx a Noncompete Payment of $8 Million. Payments
will be made in monthly installments, over a period equal to one-half of your
life expectancy, beginning the month following your retirement. The payment
will include interest based on the six-month average of 10-Year Treasury Notes
plus one percentage point (1%) for the six-month period preceding the month
prior to retirement. In consideration of this compensation, Xx. Xxxx will not:
(i) willfully engage in any conduct that is contrary to the interests of the
company
(ii) disclose any ExxonMobil proprietary information acquired during his
employment with ExxonMobil or its affiliates unless required by law and
in that case Xx. Xxxx will provide the Company with prompt notice of the
request for proprietary information to enable the Company to seek an
appropriate protective order or waive Xx. Xxxx'x compliance with this
provision.
And, for a period of two years following Xx. Xxxx'x retirement, Xx. Xxxx will
not:
(iii) become employed or otherwise associated with any major international
energy company headquartered either in the U.S.A. or abroad, such as
Chevron, Texaco, British Petroleum, Royal Dutch Shell and Total-Elf-Fina
(iv) become involved directly or indirectly as an investor, consultant or
associate competing with the Company for any specific oil, gas, chemical
or power project
(v) knowingly solicit, directly or indirectly, any present or soon to become
employee of the Company to leave the employ of the Company for the
purpose of being hired by Xx. Xxxx or an entity with which Xx. Xxxx is
associated
(vi) knowingly solicit, directly or indirectly, any present or soon to be
customer of the Company to terminate, cancel, or reduce such customer's
business with the Company
If Xx. Xxxx becomes subject to excise tax on "excess parachute payments," as
defined in Section 280G of the Internal Revenue Code, the Company will promptly
pay to the IRS on Xx. Xxxx'x behalf the amounts that are necessary to place him
in the same after-tax financial position that he would have been in if he had
not incurred any excise tax.
If Xx. Xxxx dies during the term of this Agreement, the Company will
immediately pay to his estate or to his designated beneficiary all amounts set
forth above that have not previously been paid.
In consideration of all of the above, Xx. Xxxx waives any and all claims under
Mobil's Employee Severance Plans.
Signed this 30th day of January, 2001
/s/ X. X. XXXX
_____________________________________
X. X. Xxxx
Exxon Mobil Corporation
/s/ X. X. XXXXXXXX
_____________________________________
X. X. Xxxxxxxx, Vice President
