As filed with the Securities and Exchange Commission on May 19, 1997
Registration No. 333-____
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Murphy Oil Corporation
(Exact name of registrant as specified in its charter)
Delaware 2911 71-0361522
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation Classification Code
or organization) Number)
200 Peach Street
P.O. Box 7000
El Dorado, AR 71731-7000
(870) 862-6411
(Address of principal executive offices)
---------------
MURPHY OIL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
---------------
General Counsel
200 Peach Street
Post Office Box 7000
El Dorado, AR 71731-7000
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (870) 862-6411
Copy to:
Barbara Nims
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
<TABLE>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered(1) Share(2) Price(2) Registration Fee
------------------------------------ ------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Murphy Oil Corporation Common Stock
par value $1.00 per share............. 50,000 shares $ 46 $ 2,300,000 $ 696.97
===============================================================================================================================
(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of computing the registration fee, based on the average of
the high and low prices of the securities being registered hereby on the
New York Stock Exchange Composite Transaction Tape on May 14, 1997.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates herein by reference the
following documents:
(1) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996.
(2) All documents filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") subsequent to September 12, 1989 and
prior to the filing of a post-effective amendment (i) which indicates that
all securities offered herein have been sold or (ii) which deregisters all
securities then remaining unsold.
(3) The description of the Registrant's common stock $1.00 par
value ("Common Stock" or "Shares") contained in the Registrant's 1934 Act
registration statement on Form 8-A dated September 12, 1989, filed with the
Commission pursuant to the 1934 Act, including any amendment thereto or report
filed for the purpose of updating such description.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof or of the related prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which is also incorporated or deemed to be incorporated herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable, see Item 3(3) above.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its certificate
of incorporation to eliminate or limit the personal liability of a director
for violations of the director's fiduciary duty, except (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from
which a director derived an improper personal benefit. The Registrant's
certificate of incorporation eliminates the liability of directors to the
fullest extent permitted by Delaware law.
Reference is made to section 145 of the DGCL which provides
that a corporation may indemnify directors and officers against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation (a "derivative action")) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Registrant's certificate of incorporation provides for indemnification of
its directors and officers, to the fullest extent permitted by Delaware
law.
In addition, the Registrant has purchased and maintains
directors' and officers' liability insurance.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.01 Certificate of Incorporation of the Registrant.
4.02 Amended and Restated By-Laws of the Registrant.
5.01 Opinion of Davis Polk & Wardwell.
23.01 Independent Auditors' Consent.
24.01 Power of attorney (included on the signature page of this
registration statement).
99.01 Murphy Oil Corporation Employee Stock Purchase Plan.
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
EXPERTS
The consolidated financial statements of the Registrant
appearing in the Registrant's Annual Report (Form 10-K) as of December 31,
1996 have been audited by KPMG Peat Marwick LLP, independent auditors, as
set forth in their report thereon included therein and incorporated herein
by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP refers to a change in 1995 in the method of accounting for
the impairment of long-lived assets.
LEGAL MATTERS
The validity of the Common Stock offered hereunder has been
passed upon by Davis Polk & Wardwell, New York, New York.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of El Dorado, State of
Arkansas, on May 19, 1997.
MURPHY OIL CORPORATION
By: /s/ Steven A. Cosse
-----------------------------
Name: Steven A. Cosse
Title: Senior Vice President,
General Counsel and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Steven A. Cosse and Walter K. Compton, and
each of them, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, to do any and all acts and things
and execute, in the name of the undersigned, any and all instruments which
said attorneys-in-fact and agents may deem necessary or advisable in order to
enable Murphy Oil Corporation to comply with the Securities Act of 1933 and
any requirements of the Securities and Exchange Commission in respect thereof,
in connection with the filing with the Securities and Exchange Commission of
the registration statement on Form S-8 under the Securities Act of 1933,
including specifically but without limitation, power and authority to sign the
name of the undersigned to such registration statement, and any amendments to
such registration statement (including post-effective amendments), and to file
the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, to sign any and all
applications, registration statements, notices or other documents necessary or
advisable to comply with applicable state securities laws, and to file the
same, together with other documents in connection therewith with the
appropriate state securities authorities, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and to perform
each and every act and thing requisite or necessary to be done in and about
the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- ----------------------- ------------------------- --------------------
/s/ R. Madison Murphy Chairman of the Board of May 19, 1997
- -------------------------- Directors
R. Madison Murphy
/s/ Claiborne Deming Director, President May 19, 1997
- -------------------------- and Chief Executive Officer
Claiborne Deming
/s/ B.R.R. Butler Director May 19, 1997
- --------------------------
B.R.R. Butler
/s/ George S. Dembroski Director May 19, 1997
- --------------------------
George S. Dembroski
/s/ H. Rodes Hart Director May 19, 1997
- --------------------------
H. Rodes Hart
/s/ Vester T. Hughes, Jr. Director May 19, 1997
- --------------------------
Vester T. Hughes, Jr.
/s/ C.H. Murphy, Jr. Director May 19, 1997
- --------------------------
C.H. Murphy, Jr.
/s/ Michael W. Murphy Director May 19, 1997
- --------------------------
Michael W. Murphy
/s/ William C. Nolan, Jr. Director May 19, 1997
- --------------------------
William C. Nolan, Jr.
/s/ Caroline G. Theus Director May 19, 1997
- --------------------------
Caroline G. Theus
/s/ Lorne C. Webster Director May 19, 1997
- --------------------------
Lorne C. Webster
/s/ Steven A. Cosse Senior Vice President, May 19, 1997
- -------------------------- General Counsel and
Steven A. Cosse Chief Financial Officer
/s/ Ronald W. Herman Controller May 19, 1997
- --------------------------
Ronald W. Herman
INDEX TO EXHIBITS
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Exhibit Sequentially
Number Exhibit Numbered Page
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4.01 Amended and Restated Certificate of Incorporation of
the Registrant.
4.02 Amended and Restated By-Laws of the Registrant.
5.01 Opinion of Davis Polk & Wardwell.
23.01 Independent Auditors' Consent.
24.01 Power of attorney (included on the signature page of
this registration statement).
99.01 Murphy Oil Corporation Employee Stock
Purchase Plan.
</TABLE>
Exhibit 4.01
CERTIFICATE OF INCORPORATION
OF
MURPHY OIL CORPORATION
AS AMENDED
MURPHY OIL CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: The name of the corporation shall be MURPHY OIL
CORPORATION (hereinafter called the "Company").
SECOND: The registered office of the Company in the State of
Delaware is to be located in the City of Wilmington, County of New Castle.
The name of its registered agent is The Corporation Trust Company, whose
address is No. 100 West Tenth Street, Wilmington, Delaware 19899.
THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock of all classes
which the Company shall have authority to issue is 80,400,000 shares, of which
400,000 shall be of the par value of $100 each, designated as "Cumulative
Preferred Stock" (hereinafter in this Article Fourth called "Preferred
Stock"), and 80,000,000 shall be of the par value of $1.00 each, designated as
"Common Stock".
No stockholder of the Company shall by reason of his holding
shares of any class have any pre-emptive or preferential right to purchase or
subscribe to any shares of any class of the Company, now or hereafter to be
authorized, or any notes, debentures, bonds, or other securities convertible
into or carrying options or warrants to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such shares, or
such notes, debentures, bonds or other securities, would adversely affect the
dividend or voting rights of such stockholder, other than such rights, if any,
as the board of directors, in its discretion from time to time may grant, and
at such prices as the board of directors in its discretion may fix; and the
board of directors may issue shares of any class of the Company, or any notes,
debentures, bonds, or other securities convertible into or carrying options or
warrants to purchase shares of any class, without offering any such shares of
any class, either in whole or in part, to the existing stockholders of any
class.
The following are the terms and provisions of each class of
stock which the Company shall have authority to issue:
SECTION I
Cumulative Preferred Stock
(1) The Preferred Stock may be issued, from time to
time, in one or more series, the shares of each series to have
such designations, preferences, and relative, participating,
optional or other special rights, and qualifications,
limitations or restrictions thereof as are stated and expressed
herein and in the resolution or resolutions providing for the
issue of such series, adopted by the board of directors as
hereinafter provided.
(2) Authority is hereby expressly be vested in and
granted to the board of directors of the Company, subject to
the provisions of this Article Fourth, to authorize the issue
of one or more series of Preferred Stock and with respect to
each such series to fix, by resolution or resolutions providing
for the issue of such series, the following:
(a) the maximum number of shares to constitute such
series and the distinctive designation thereof;
(b) the annual dividend rate on the shares of such
series and the date or dates from which dividends shall
be accumulated as herein provided;
(c) the premium, if any, over and above the par
value thereof and any accumulated dividends thereon which
the holders of such shares of such series shall be
entitled to receive upon the redemption thereof, which
premium may vary at different redemption dates and may
also be different with respect to shares redeemed through
the operation of any purchase, retirement or sinking fund
than with respect to shares otherwise redeemed;
(d) the premium, if any, over and above the par
value thereof and any accumulated dividends thereon which
the holders of such shares of such series shall be
entitled to receive upon the voluntary liquidation,
dissolution or winding up of the Company;
(e) whether or not the shares of such series shall
be subject to the operation of a purchase, retirement or
sinking fund and, if so, the extent to and manner in
which such purchase, retirement or sinking fund shall be
applied to the purchase or redemption of the shares of
such series for retirement or for other corporate
purposes and the terms and provisions relative to the
operation of the said fund or funds;
(f) whether or not the shares of such series shall
be convertible into or exchangeable for shares of stock
of any other class or classes, or of any other series of
the same class, and if so convertible or exchangeable,
the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same;
(g) the limitations and restrictions, if any, to be
effective while any shares of such series are
outstanding, upon the payment of dividends or making of
other distributions, and upon the purchase, redemption or
other acquisition by the Company, or any subsidiary, of
the Preferred Stock , the Common Stock, or any other
class or classes of stock of the Company ranking on a
parity with or junior to the shares of such series either
as to dividends or upon liquidation;
(h) the conditions or restrictions, if any, upon the
creation of indebtedness of the Company or of any
subsidiary, or upon the issue of any additional stock
(including additional shares of such series or of any
other series or of any other class) ranking on a parity
with or prior to the shares of such series either as to
dividends or upon liquidation; and
(i) any other preferences and relative,
participating, optional or other special rights, or
qualifications, limitations or restrictions thereof, as
shall not be inconsistent with this Article Fourth.
(3) All shares of any one series of Preferred Stock
shall be identical with each other in all respects, except that
shares of any one series issued at different times may differ
as to the dates from which dividends thereon shall be
cumulative; and all series shall rank equally and be identical
in all respects, except as permitted by the foregoing
provisions of Paragraph (2) of this Section I of this Article
Fourth.
(4) Before any dividends (other than dividends payable
in Common Stock) on any class or classes of stock of the
Company ranking junior to the Preferred Stock as to dividends
shall be declared or paid or set apart for payment, the holders
of shares of Preferred Stock of each series shall be entitled
to receive cash dividends, when and as declared by the board of
directors, at the annual rate, and no more, fixed in the
resolution ro resolutions adopted by the board of directors
providing for the issue of such series, payable quarterly in
each year on such dates as may be fixed in such resolution or
resolutions, to holders of record on such respective dates, not
exceeding 50 days preceding such dividend payment dates, as may
be determined by the board of directors in advance of the
payment of each particular dividend; provided, however, that
the resolution or resolutions providing for the issue of each
series of Preferred Stock shall fix the same dates in each year
for the payment of quarterly dividends as are fixed for the
payment of quarterly dividends in the resolution or resolutions
providing for the issue of all other series of Preferred Stock
at the time outstanding. With respect to each series of
Preferred Stock such dividends shall be cumulative from the
date or dates fixed in the resolution or resolutions providing
for the issue of such series, which date or dates shall in no
instance be more than 90 days before or after the date of the
issuance of the particular shares of such series then to be
issued. No dividends shall be declared on any series of
Preferred Stock in respect of any quarter-yearly dividend
period unless there shall likewise be or have been declared on
all shares of Preferred Stock of each other series at the time
outstanding like dividends ratably in proportion to the
respective annual dividend rates fixed therefore as
hereinbefore provided.
(5) In the event of any liquidation, dissolution or
winding up of the Company, before any payment or distribution
of the assets of the Company (whether capital or surplus) shall
be made to or set apart for the holders of any class or classes
of stock of the Company ranking junior to the Preferred Stock
upon liquidation, the holders of shares of Preferred Stock
shall be entitled to receive payment at the rate of $100 per
share, plus an amount equal to all dividends (whether or not
earned or declared) accumulated to the date of final
distribution to such holders, and, in addition thereto, if such
liquidation, dissolution or winding up be voluntary, the amount
of the premium, if any, payable upon such liquidation,
dissolution or winding up as fixed for the shares of the
respective series; but such holders shall not be entitled to
any further payment. If, upon any liquidation, dissolution or
winding up of the Company, the assets of the Company, or
proceeds thereof, distributable among the holders of shares of
Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid, then such assets, or the
proceeds thereof, shall be distributed among such holders
ratably in accordance with the respective amounts which would
be payable on such shares if all amounts payable thereon were
paid in full. For the purposes of this Paragraph (5), the
voluntary sale, conveyance, lease, exchange or transfer (for
cash, shares of stock, securities or other consideration) of
all or substantially all the property or assets of the Company
shall be deemed a voluntary liquidation, dissolution or winding
up of the Company, but a consolidation or merger of the Company
with one or more other corporations (whether or not the Company
is the corporation surviving such consolidation or merger)
shall not be deemed to be a liquidation, dissolution or winding
up, voluntary or involuntary.
(6) The Company, at the option of the board of
directors, may, except as provided in Paragraph (10) of this
Section I of this Article Fourth, redeem at any time the whole
or from time to time any part of the Preferred Stock of any
series at the time outstanding, at the par value thereof, plus
in every case an amount equal to all accumulated dividends with
respect to each share so to be redeemed, and, in addition
thereto, the amount of the premium, if any, payable upon such
redemption fixed in the resolution or resolutions providing for
the issue of such series (the total sum so payable on any such
redemption being herein referred to as the "redemption price").
Notice of every such redemption shall be mailed at least 30
days in advance of the date designated for such redemption
(herein called the "redemption date") to the holders of record
of shares of Preferred Stock so to be redeemed at their
respective addresses as the same shall appear on the books of
the Company. In order to facilitate the redemption of any
shares of Preferred Stock that may be chosen for redemption as
provided in this Paragraph (6), the board of directors shall be
authorized to cause the transfer books of the Company to be
closed as to such shares at any time not exceeding 50 days
prior to the redemption date. In case of the redemption of a
part only of any series of Preferred Stock at the time
outstanding, the shares of such series so to be redeemed shall
be selected by lot or in such other manner as the board of
directors may determine. The board of directors shall have
full power and authority, subject to the limitations and
provisions herein contained, to prescribe the terms and
conditions upon which the Preferred Stock shall be redeemed
from time to time.
(7) If said notice of redemption shall have been given
as aforesaid and if, on or before the redemption date, the
funds necessary for such redemption shall have been set aside
by the Company, separate and apart from its other funds, in
trust for the pro rata benefit of the holders of the shares so
called for redemption, then, from and after the redemption
date, notwithstanding that any certificates for shares of
Preferred Stock so called for redemption shall not have been
surrendered for cancellation, the shares represented thereby
shall not be deemed outstanding, the right to receive dividends
thereon shall cease to accrue from and after the redemption
date and all rights of holders of the shares of Preferred Stock
so called for redemption shall forthwith, after the redemption
date, cease and terminate, excepting only the right to receive
the redemption price therefor but without interest. Any moneys
so set aside by the Company and unclaimed at the end of six
years from the date fixed for such redemption shall revert to
the general funds of the Company after which reversion the
holders of such shares so called for redemption shall look only
to the Company for payment of the redemption price, and such
shares shall still not be deemed to be outstanding.
(8) If, on or before the redemption date, the Company
shall deposit in trust, with a bank or trust company in the
Borough of Manhattan, The City of New York, having a capital
and surplus of at least $5,000,000, the funds necessary for the
redemption of the shares of Preferred Stock so called for
redemption, to be applied to the redemption of such shares, and
if on or before such date the Company shall have given notice
of redemption as aforesaid or made provision satisfactory to
such bank or trust company for the timely giving thereof, then
from and after the date of such deposit all shares of Preferred
Stock so called for redemption shall not be deemed to be
outstanding, and all rights of the holders of such shares of
Preferred Stock so called for redemption shall cease and
terminate, excepting only the right to receive the redemption
price therefor, but without interest, and the right to exercise
on or before the date fixed for redemption privileges of
conversion or exchange, if any, not theretofore otherwise
expiring. Any funds so deposited, which shall not be required
for such redemption because of the exercise of any such right
of conversion or exchange subsequent to the date of such
deposit, shall be returned to the Company. In case the holders
of shares of Preferred Stock which shall have been called for
redemption shall not, within one year after the redemption
date, claim the amount deposited with respect to the redemption
thereof, any such bank or trust company shall, upon demand, pay
over to the Company such unclaimed amounts and thereupon such
bank or trust company shall be relieved of all responsibility
in respect thereof to such holder and such holder shall look
only to the Company for the payment thereof. Any interest
accrued on funds so deposited shall be paid to the Company from
time to time. Any such unclaimed amounts paid over by any such
bank or trust company to the Company shall, for a period
terminating six years after the date fixed for redemption, be
set aside and held by the Company in the manner and with the
same effect as if such unclaimed amounts had been set aside
under the preceding paragraph (7) of this Section I of this
Article Fourth.
(9) Shares of Preferred Stock which have been retired
through the operation of a purchase, retirement or sinking
fund, whether by redemption, purchase or otherwise, shall, upon
compliance with any applicable provisions of the General
Corporation Law of the State of Delaware, have the status of
authorized and unissued shares of Preferred Stock, but shall be
reissued only as part of a new series of Preferred Stock to be
created by resolution or resolutions of the board of directors
or as part of any other series of Preferred Stock the terms of
which do not prohibit such reissue, and shall not be reissued
as a part of the series of which they were originally a part.
Shares of Preferred Stock which have been redeemed or
purchased, otherwise than through the operation of a purchase,
retirement or sinking fund, or which, in convertible or
exchangeable, have been converted into or exchanged for shares
of stock of any other class or classes ranking junior to the
Preferred Stock both as to dividends and upon liquidation,
shall, upon compliance with any applicable provisions of the
General Corporation Law of the State of Delaware, have the
status of authorized and unissued shares of Preferred Stock and
may be reissued as a part of the series of which they were
originally a part (if the terms of such series do not prohibit
such reissue) or as part of a new series of Preferred Stock to
be created by resolution or resolutions of the board of
directors or as part of any other series of Preferred Stock the
terms of which do not prohibit such reissue.
(10) If at any time the Company shall have failed to pay
dividends in full on the Preferred Stock , thereafter and until
dividends in full, including all accumulated dividends on the
Preferred Stock outstanding, shall have been declared and set
apart for payment or paid, (a) the Company, without the
affirmative vote or consent of the holders of at least 66 2/3%
in interest of the Preferred Stock at the time outstanding,
given in person or by proxy, either in writing or by resolution
adopted at a special meeting called for the purpose, the
holders of the Preferred Stock , regardless of series,
consenting or voting (as the case may be) separately as a
class, shall not redeem less than all the Preferred Stock at
such time outstanding and (b) neither the Company nor any
subsidiary shall purchase any Preferred Stock except in
accordance with a purchase offer made in writing or by
publication (as determined by the board of directors) to all
holders of Preferred Stock of all series upon such terms as the
board of directors, in their sole discretion after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series, shall
determine (which determination shall be final and conclusive)
will result in fair and equitable treatment among the
respective series; provided that (i) the Company, to meet the
requirements of any purchase, retirement or sinking fund
provisions with respect to any series, may use shares of such
series acquired by it prior to such failure and then held by it
as treasury stock and (ii) nothing shall prevent the Company
from completing the purchase or redemption of shares of
Preferred Stock for which a purchase contract was entered into
for any purchase, retirement or sinking fund purposes, or the
notice of redemption of which was initially published, prior to
such default.
(11) So long as any of the Preferred Stock is
outstanding, the Company will not:
(a) Without the affirmative vote of consent of the
holders of at least 66 2/3% of all the Preferred Stock at
the time outstanding, given in person or by proxy, either
in writing or by resolution adopted at a special meeting
called for the purpose, the holders of the Preferred
Stock, regardless of series, consenting or voting (as
the case may be) separately as a class (i) create any
class or classes of stock ranking prior to the Preferred
Stock, either as dividends or upon liquidation, or
increase the authorized number of shares of any class or
classes of stock ranking prior to the Preferred Stock
either as to dividends or upon liquidation or (ii) amend,
alter or repeal any of the provisions of this Article
Fourth so as adversely to affect the preferences, special
rights, or powers of the Preferred Stock.
(b) Without the affirmative vote or consent of the
holders of at least 66 2/3% of any series of the
Preferred Stock at the time outstanding, given in person
or by proxy, either in writing or by resolution adopted
at a special meeting called for the purpose, the holders
of such series of the Preferred Stock consenting or
voting (as the case may be) separately as a class, amend,
alter or repeal any of the provisions of the resolution
or resolutions providing for the issue of such series so
as adversely to affect the preferences, special rights or
powers of the Preferred Stock of such series.
(c) Without the affirmative vote or consent of the
holders of at least a majority of all the Preferred Stock
at the time outstanding, given in person or by proxy,
either in writing or by resolution adopted at a special
meeting called for the purpose, the holders of the
Preferred Stock, regardless of series, consenting or
voting (as the case may be) separately as a class (i)
increase the authorized amount of the Preferred Stock ,
(ii) create any other class or classes of stock ranking
on a parity with the Preferred Stock either as to
dividends or upon liquidation, (iii) merge or consolidate
with any other corporation, other than a wholly owned
subsidiary, or (iv) voluntarily dissolve.
(12) Except as herein or by law expressly provided, the
Preferred Stock shall have no right or power to vote on any
question or in any proceeding or to be represented at or to
receive notice of any meeting of stockholders. If, however,
and whenever, at any time or times, dividends payable on the
Preferred Stock shall be in default in an aggregate amount
equivalent to not less than four full quarterly dividends on
any series of Preferred Stock at the time outstanding, the
outstanding Preferred Stock shall have the exclusive right,
voting separately as a class, to elect two directors of the
Company, and the remaining directors shall be elected by the
other class or classes of stock entitled to vote therefor.
Whenever such right of the holders of the Preferred Stock shall
have vested, such right may be exercised initially either at a
special meeting of such holders of the Preferred Stock called
as provided in Paragraph (13) of this Section I of this Article
Fourth, or at any annual meeting of stockholders held for the
purpose of electing directors, and thereafter such annual
meetings. The right of the holders of the Preferred Stock,
voting separately as a class, to elect members of the board of
directors of the Company as aforesaid shall continue until such
time as all dividends accumulated on the Preferred Stock shall
have been paid in full, at which time the right of the holders
of the Preferred Stock to vote and to be represented at and to
receive notice of meetings shall terminate, except as herein or
by law expressly provided, subject to revesting in the event of
each and every subsequent default of the character above
mentioned.
(13) At any time when the special voting right shall
have vested in the holders of the Preferred Stock then
outstanding as provided in the preceding Paragraph (12) of this
Section I of this Article Fourth, and if such right shall not
already have been initially exercised, a proper officer of the
Company shall, upon the written request of the holders of
record of at least 10% in amount of the Preferred Stock then
outstanding, regardless of series, addressed to the secretary
of the Company, call a special meeting of the holders of the
Preferred Stock and of any other class or classes of stock
having voting power with respect thereto, for the purpose of
electing directors. Such meeting shall be held at the earliest
practicable date upon the notice required for annual meetings
of stockholders at the place for the holding of annual meetings
of stockholders of the Company. If such meeting shall not be
called by the proper officer of the Company within 20 days
after the personal service of such written request upon the
secretary of the Company, or within 20 days after mailing the
same within the United States of America, by registered mail
addressed to the secretary of the Company at its principal
office (such mailing to be evidenced by the registry receipt
issued by the postal authorities), then the holders of record
of at least 10% in amount of the Preferred Stock then
outstanding, regardless of series, may designate in writing one
of their number to call such meeting at the expense of the
Company, and such meeting may be called by such person so
designated upon the notice required for annual meetings of
stockholders and shall be held at the place for the holding of
annual meetings of stockholders of the Company. Any holder of
Preferred Stock so designated shall have access to the stock
books of the Company for the purpose of causing a meeting of
stockholders to be called pursuant to these provisions.
Notwithstanding the provisions of this Paragraph (13), no such
special meeting shall be called during the period within 60
days immediately preceding the date fixed for the next annual
meeting of stockholders.
(14) At any meeting held for the purpose of electing
directors at which the holders of the Preferred Stock shall
have the special right, voting separately as a class, to elect
directors as provided in Paragraph (12) of this Section I of
this Article Fourth, the presence, in person or by proxy, of
the holders of 33 1/3% of the Preferred Stock at the time
outstanding shall be required and be sufficient to constitute a
quorum of such class for the election of any director by the
holders of the Preferred Stock as a class. At any such meeting
or adjournment thereof, (a) the absence of a quorum of the
Preferred Stock shall not prevent the election of the directors
to be elected by the holders of stock other than the Preferred
Stock and the absence of a quorum of stock other than the
Preferred Stock shall not prevent the election of the directors
to be elected by the holders of the Preferred Stock, and (b) in
the absence of such quorum, either of the Preferred Stock or of
stock other than the Preferred Stock, or both, a majority of
the holders, present in person or by proxy, of the class or
classes of stock which lack a quorum shall have power to
adjourn the meeting for the election of directors whom they are
entitled to elect, from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
(15) The term of office of all directors in office at any
time when voting power shall, as aforesaid, be vested in the
holders of the Preferred Stock shall terminate upon the
election of any new directors at any meeting of stockholders
called for the purpose of electing directors. Upon any
termination of the right of the holders of the Preferred Stock
to vote for directors as herein provided, the term of office of
all directors then in office shall terminate upon the election
of new directors at a meeting of the other class or classes of
stock of the Company then entitled to vote for directors, which
meeting may be held at any time after such termination of
voting right in the holders of the Preferred Stock, upon notice
as above provided, and shall be called by the secretary of the
Company upon written request of the holders of record of 10% of
the aggregate number of outstanding shares of such other class
or classes of stock then entitled to vote for directors.
(16) If in any case the amounts payable with respect to
any requirements to retire shares of the Preferred Stock are
not paid in full in the case of all series with respect to
which such requirements exist, the number of shares to be
retired in each series shall be in proportion to the respective
amounts which would be payable on account of such requirements
if all amounts payable were met in full.
(17) Whenever, at any time, full cumulative dividends as
aforesaid for all past dividend periods and for the current
dividend period shall have been paid or declared and set apart
for payment on the then outstanding Preferred Stock, and after
complying with all the provisions with respect to any purchase,
retirement or sinking fund or funds for any one or more series
of Preferred Stock, the board of directors may, subject to the
provisions hereof with respect to the payment of dividends on
any other class or classes of stock, declare dividends on any
such other class or classes of stock ranking junior to the
Preferred Stock as to dividends subject to the respective terms
and provisions, if any, applying thereto, and the Preferred
Stock shall not be entitled to share therein.
Upon any liquidation, dissolution or winding up of the
Company, after payment shall have been made in full to the
Preferred Stock as provided in Paragraph (5) of this Section I,
of this Article Fourth, but not prior thereto, any other class
or classes of stock ranking junior to the Preferred Stock upon
liquidation shall, subject to the respective terms and
provisions, if any, applying thereto, be entitled to receive
any and all assets remaining to be paid or distributed, and the
Preferred Stock shall not be entitled to share therein.
(18) For the purposes of this Section I of this Article
Fourth or of any resolution of the board of directors providing
for the issue of any series of Preferred Stock or of any
certificate filed with the Secretary of State of Delaware
(unless otherwise provided in any such resolution or
certificate):
(a) The amount of dividends "accumulated" on any
share of Preferred Stock of any series as at any
quarterly dividend date shall be deemed to be the amount
of any unpaid dividends accumulated thereon to and
including such quarterly dividend date, whether or not
earned or declared, and the amount of dividends
"accumulated" on any share of Preferred Stock of any
series as at any date other than a quarterly dividend
date shall be calculated as the amount of any unpaid
dividends accumulated thereon to and including the last
preceding quarterly dividend date, whether or not earned
or declared, plus an amount equivalent to interest on the
par value of such shares at the annual dividend rate
fixed for the shares of such series for the period after
such last preceding quarterly dividend date to and
including the date as of which the calculation is made.
(b) Any class or classes of stock of the Company
shall be deemed to rank
(i) prior to the Preferred Stock either as to
dividends or upon liquidation if the holders of
such class or classes shall be entitled to the
receipt of dividends or of amounts distributable
upon liquidation, dissolution or winding up, as the
case may be, in the preference or priority to the
holders of the Preferred Stock;
(ii) on a parity with the Preferred Stock
either as to dividends or upon liquidation, whether
or not the dividend rates, dividend payment dates,
or redemption or liquidation prices per share
thereof be different from those of the Preferred
Stock, if the holders of such class or classes of
stock shall be entitled to the receipt of dividends
or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in
proportion to their respective dividend rates or
liquidation prices, without preference or priority
one over the other with respect to the holders of
the Preferred Stock;
(iii) junior to the Preferred Stock either as
to dividends or upon liquidation if the rights of
the holders of such class or classes shall be
subject or subordinate to the rights of the holders
of the Preferred Stock in respect of the receipt of
dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case
may be.
(19) So long as any shares of Preferred Stock shall be
outstanding, the Preferred Stock shall be deemed to rank prior
to the Common Stock as to dividends and upon liquidation.
SECTION II
Common Stock
Except as herein or by law expressly provided, each
holder of Common Stock shall have the right, to the exclusion
of all other classes of stock, to one vote for each share of
stock standing in the name of such holder on the books of the
Company.
FIFTH: The minimum amount of capital with which the Company will
commence business is $1,000.
SIXTH: The name and place of residence of each of the
incorporators is as follows:
Name Residence
---- ---------
J.A. O'Connor, Jr.................. 510 East Faulkner Street
El Dorado, Arkansas
Jerry W. Watkins................... 1007 Brookwood Drive
El Dorado, Arkansas
Wilma B. Meek...................... Calion, Arkansas.
SEVENTH: The existence of the Company is to be perpetual.
EIGHTH: The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatsoever.
NINTH: The number of directors of the Company shall be such as
from time to time shall be fixed by, or in the manner provided in, the bylaws,
but shall not be less than three. Election of directors need not be by ballot
unless the bylaws so provide.
In furtherance, and not in limitation of the powers conferred
by law, the board of directors is expressly authorized
(a) To make, alter or repeal the bylaws of the
Company; to set apart out of any of the funds of the Company
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner in which
it was created; to authorize and cause to be executed mortgages
and liens upon any part of the property of the Company provided
it be less than substantially all; to determine whether any,
and if any, what part, of the annual net profits of the Company
or of its net assets in excess of its capital shall be declared
as dividends and paid to the stockholders, and to direct and
determine the use and disposition of any such annual net
profits or net assets in excess of capital.
(b) By resolution passed by a majority of the whole
board, to designate one or more committees, each committee to
consist of two or more of the directors of the Company, which,
to the extent provided in the resolution or in the bylaws of
the Company, shall have and may exercise the powers of the
board of directors in the management of the business and
affairs of the Company, and may authorize the seal of the
Company to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be
stated in the bylaws of the Company or as may be determined
from time to time by resolution adopted by the board of
directors.
(c) When and as authorized by the affirmative vote
of the holders of a majority of the stock issued and
outstanding having voting power given at a stockholders'
meeting duly called for that purpose, or when authorized by the
written consent of the holders of a majority of the voting
stock issued and outstanding, to sell, lease or exchange all of
the property and assets of the Company, including its good will
and its corporate franchises, upon such terms and conditions
and for such consideration, which may be in whole or in part
shares of stock in, and/or other securities of, any other
corporation or corporations, as its board of directors shall
deem expedient and for the best interests of the Company.
(d) To establish bonus, profit sharing, stock
option, retirement or other types of incentive or compensation
plans for the employees (including officers and directors) of
the Company and to fix the amount of the annual profits to be
distributed or shared and to determine the persons to
participate in any such plans and the amount of their
respective participation.
(e) To determine from time to time whether, and to
what extent, and at what times and places, and under what
conditions and regulations, the accounts and books of the
Company (other than the stock ledger) or any of them, shall be
open to the inspection of the stockholders.
TENTH: The stockholders and board of directors shall have
power, if the bylaws so provide, to hold their meetings and to keep the books
of the Company (except such as are required by the law of the State of
Delaware to be kept in Delaware) and documents and papers of the Company
outside the State of Delaware.
ELEVENTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in
a summary way of this corporation or of any creditor or stockholder thereof,
or on the application of any receiver or receivers appointed for this
corporation under the provisions of section 291 of Title 8 of the Delaware
Code or on the application of trustees in dissolution or of any receiver or
receivers appointed for this corporation under the provisions of section 279
of Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this corporation as consequence of
such compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.
TWELFTH: No contract or other transaction between the Company
and any other corporation and no other act of the Company with relation to
any other corporation shall, in the absence of fraud, in any way be
invalidated or otherwise affected by the fact that any one or more of the
directors of the Company are pecuniarily or otherwise interested in, or are
directors or officers of, such other corporation. Any director of the
Company individually, or any firm or association of which any director may
be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Company, provided that
the fact that he individually or as a member of such firm or association is
such a party or so interested and the extent of such interest shall be
disclosed or shall have been known to a majority of the whole board of
directors present at any meeting of the board of directors at which action
upon such contract or transaction shall be taken; and any director of the
Company who is also a director or officer of such other corporation or who
is such a party or so interested may be counted in determining the
existence of a quorum at any meeting of the board of directors which shall
authorize any such contract or transaction, and may vote thereat to
authorize any such contract or transaction, with like force and effect as
if he were not such director or officer of such other corporation or not so
interested. Any director of the Company may vote upon any contract or
other transaction between the Company and any subsidiary or affiliated
corporation without regard to the fact that he is also a director of such
subsidiary or affiliated corporation.
THIRTEENTH: Each officer, director, or member of any committee
designated by the board of directors shall, in the performance of his duties,
be fully protected in relying in good faith upon the books of account or
reports made to the Company by any of its officials or by an independent
certified public accountant or by an appraiser selected with reasonable care
by the board of directors or by any such committee or in relying in good faith
upon other records of the Company.
FOURTEENTH: A director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit.
This Article shall not eliminate or limit the liability of a director for any
act or omission occurring prior to the effective date of the Amendment adding
this Article to the Certificate of Incorporation. Any repeal or modification
of this Article by the stockholders of the Company shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
director of the Company existing at the time of such repeal or modification.
FIFTEENTH: The Company hereby reserves the right to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by law, and all rights
and powers conferred herein on stockholders, directors and officers are
subject to this reserved power.
Exhibit 4.02
BYLAWS (AS AMENDED OCTOBER 4, 1995)
OF
MURPHY OIL CORPORATION
(A Delaware corporation)
ARTICLE I
Offices
Section 1. Offices. Murphy Oil Corporation (hereinafter
called the Company) may have, in addition to its principal office in
Delaware, a principal or other office or offices at such place or places,
either within or without the State of Delaware, as the board of directors
may from time to time determine or as shall be necessary or appropriate for
the conduct of the business of the Company.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meetings. The annual meeting of the
stockholders shall be held at the place therein determined by the board of
directors and stated in the notice thereof, and other meetings of the
stockholders may be held at such place or places, within or without the State
of Delaware, as shall be fixed by the board of directors and stated in the
notice thereof.
Section 2. Annual Meetings. The annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before the meeting shall be held in each year on the
second Wednesday in May. If this date shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting the stockholders entitled to vote shall elect a board of directors and
they may transaction such other corporate business as shall be stated in the
notice of the meeting.
Section 3. Special Meetings. Special meetings of the
stockholders for any purpose or purposes may be called by the Chairman of the
Board or by order of the board of directors and shall be called by the
Chairman of the Board or the Secretary upon the written request of
stockholders holding of record at least a majority of the outstanding shares
of stock of the Company entitled to vote at such meeting. Such written
request shall state the purpose or purposes for which such meeting is to be
called.
Section 4. Notice of Meetings. Except as otherwise
expressly required by law, notice of each meeting of stockholders, whether
annual or special, shall be given at least 10 days before the date on which
the meeting is to be held to each stockholder of record entitled to vote
thereat by delivering a notice thereof to him personally, or by mailing
such notice in a postage prepaid envelope directed to him at his address as
it appears on the books of the Company unless he shall have filed with the
Secretary of the Company a written request that notices intended for him be
directed to another address, in which case such notice shall be directed to
him at the address designated in such request. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy; and if any stockholder shall in
person or by attorney thereunto authorized, in writing or by telegraph,
cable, radio or wireless and confirmed in writing, waive notice of any
meeting of the stockholders, whether prior to or after such meeting, notice
thereof need not be given to him. Notice of any adjourned meeting of the
stockholders shall not be required to be given except where expressly
required by law.
Section 5. Quorum. At each meeting of the stockholders
the holders of record of a majority of the issued and outstanding stock of
the Company entitled to vote at such meeting, present in person or by
proxy, shall constitute a quorum for the transaction of business except
where otherwise provided by law, the certificate of incorporation or these
bylaws. In the absence of a quorum, any officer entitled to preside at or
act as secretary of such meeting shall have the power to adjourn the
meeting from time to time until a quorum shall be constituted. At any such
adjourned meeting at which a quorum shall be present any business may be
transacted which might have been transacted which might have been
transacted at the meeting as originally called.
Section 6. Voting. At every meeting of stockholders
each holder of record of the issued and outstanding stock of the Company
entitled to vote at such meeting shall be entitled to one vote in person or
by proxy, but no proxy shall be voted after three years from its date
unless the proxy provides for a longer period, and, except where the
transfer books of the Company have been closed or a date has been fixed as
the record date for the determination of stockholders entitled to vote, no
share of stock shall be voted directly or indirectly. At all meetings of
the stockholders, a quorum being present, all matters shall be decided by
majority vote of those present in person or by proxy, except as otherwise
required by the laws of the State of Delaware or the certificate of
incorporation. The vote thereat on any question need not be by ballot
unless required by the laws of the State of Delaware.
ARTICLE III
Board of Directors
Section 1. General Powers. The property, business and
affairs of the Company shall be managed by the board of directors.
Section 2. Number and Term of Office. The number of
directors shall be eleven, but may from time to time be increased or
diminished to not less than three by amendment of these bylaws. Directors
need not be stockholders. Each director shall hold office until the annual
meeting of the stockholders next following his election and until his
successor shall have been elected and shall qualify, or until his death,
resignation or removal.
Section 3. Quorum and Manner of Acting. Unless
otherwise provided by law the presence of six members of the board of
directors shall be necessary to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of the directors present
may adjourn the meeting from time to time until a quorum shall be present.
Notice of any adjourned meeting need not be given. At all meetings of
directors, a quorum being present, all matters shall be decided by the
affirmative vote of a majority of the directors present, except as
otherwise required by the laws of the State of Delaware.
Section 4. Place of Meetings, etc. The board of
directors may hold its meetings and keep the books and records of the
Company at such place or places within or without the State of Delaware as
the board may from time to time determine.
Section 5. Annual Meeting. Promptly after each annual
meeting of stockholders for the election of directors and on the same day
the board of directors shall meet for the purpose of organization, the
election of officers and the transaction of other business. Notice of such
meeting need not be given. Such meeting may be held at any other time or
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors or in a consent and waiver of
notice thereof signed by all the directors.
Section 6. Regular Meetings. Regular meetings of the
board of directors may be held at such time and place, within or without
the State of Delaware, as shall from time to time be determined by the
board of directors. After there has been such determination and notice
thereof has been once given to each member of the board of directors,
regular meetings may be held without further notice being given.
Section 7. Special Meetings; Notice. Special meetings
of the board of directors shall be held whenever called by the Chairman of
the Board or by a majority of the directors. Notice of each such meeting
shall be mailed to each director, addressed to him at his residence or
usual place of business, at least 10 days before the day on which the
meeting is to be held, or shall be sent to him at such place by telegraph,
cable, radio, or wireless, or be delivered personally or by telephone, not
later than the day before the day on which such meeting is to be held.
Each such notice shall state the time and place of the meeting but need not
state the purposes thereof. Notice of any meeting of the board of
directors need not be given to any director, however, if waived by him in
writing or by telegraph, cable, radio or wireless and confirmed in writing,
whether before or after such meeting, or if he shall be present at such
meeting. Any meeting of the board of directors shall be a legal meeting
without any notice thereof having been given if all the directors then in
office shall be present thereat.
Section 8. Resignation. Any director of the Company may
resign at any time by giving written notice to the Chairman of the Board or
the Secretary of the Company. The resignation of any director shall take
effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 9. Removal. Any director may be removed at any
time, either with or without cause, by the affirmative vote of the holders
of record of a majority of the issued and outstanding class of stock of the
Company entitled to vote for the election of such director, given at a
special meeting of the stockholders called for that purpose. The vacancy
in the board of directors caused by any such removal may be filled by the
stockholders at such meeting.
Section 10. Vacancies. Any vacancy that shall occur in the
board of directors by reason of death, resignation, disqualification or
removal or any other cause whatever, unless filled as provided in Section 9
hereof, shall be filled by the majority (even if that be only a single
director) of the remaining directors theretofore elected by the holders of the
class of capital stock which elected the directors whose office shall have
become vacant. If any new directorship is created by increase in the number
of directors, a majority of the directors then in office may fill such new
directorship. The term of office of any director so chosen to fill a vacancy
or a new directorship shall terminate upon the election and qualification of
directors at any meeting of stockholders called for the purpose of electing
directors.
Section 11. Compensation of Directors. Directors may
receive a fee, as fixed by the Chairman of the Board, for their services,
together with expenses for attendance at regular or special meeting of the
board. Members of committees of the board of directors may be allowed
compensation for attending committee meetings. Nothing herein contained
shall be construed to preclude any director from serving the Company or any
subsidiary thereof in another capacity and receiving compensation therefor.
ARTICLE IV
Committees of the Board
Section 1. Executive Committee. The board of directors
shall elect from the directors an executive committee.
The board of directors shall fill vacancies in the executive
committee by election from the directors.
The executive committee shall fix its own rules of procedure
and shall meet where and as provided by such rules or by resolution of the
board of directors, but in every case the presence of at least three members
of the committee shall be necessary to constitute a quorum for the transaction
of business.
In every case the affirmative vote of a majority of all of the
members of the committee present at the meeting shall be necessary for the
adoption of any resolution.
Section 2. Membership and Powers. The executive committee
shall consist of five members in addition to the Chairman of the Board, who
by virtue of his office shall be a member of the executive committee and
chairman thereof. Unless otherwise ordered by the board of directors, each
elected member of the executive committee shall continue to be a member
thereof until the expiration of his term of office as a director.
The executive committee, subject to any limitations
prescribed by the board of directors, shall have special charge of all
financial accounting, legal and general administrative affairs of the
Company. During the intervals between the meetings of the board of
directors the executive committee shall have all the powers of the board in
the management of the business and affairs of the Company, including the
power to authorize the seal of the Company to be affixed to all papers
which require it, except that said committee shall not have the power of
the board (i) to fill vacancies in the board, (ii) to amend the bylaws,
(iii) to adopt a plan of merger of consolidation, (iv) to recommend to the
stockholders the sale, lease, exchange, mortgage, pledge or other
disposition of all or substantially all of the property and assets of the
Company otherwise than in the usual and regular course of its business, or
(v) to recommend to the stockholders a voluntary dissolution of the Company
or a revocation thereof.
Section 3. Other Committees. The board of directors
may, by resolution or resolutions passed by a majority of the whole board,
designate one or more other committees, each committee to consist of two or
more of the directors of the Company, which, to the extent provided in said
resolution or resolutions, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
Company, and may have power to authorize the seal of the Company to be
affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors.
ARTICLE V
Officers
Section 1. Number. The principal officers of the
Company shall be a Chairman of the Board, President, one or more Vice
Presidents (which may be designated as Executive or Senior Vice
President(s)), a Secretary, a Treasurer, and a Controller. No officers
except the Chairman of the Board and President need be directors. One
person may hold the offices and perform the duties of any two or more of
said officers.
Section 2. Election and Term of Office. The principal
officers of the Company shall be chosen annually by the board of directors
at the annual meeting thereof. Each such officer shall hold office until
his successor shall have been chosen and shall qualify, or until his death
or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 3. Subordinate Officers. In addition to the
principal officers enumerated in Section 1 of this Article V, the Company
may have on one or more Assistant Vice Presidents, one or more Assistant
Treasurers, one or more Assistant Secretaries and such other officers,
agents and employees as the board of directors may deem necessary, each of
whom shall hold office for such period, have such authority, and perform
such duties as the board or the President may from time to time determine.
The board of directors may delegate to any principal officer the power to
appoint and to remove any such subordinate officers, agents or employees.
Section 4. Compensation of Principal Officers. The
salaries of the principal officers shall be fixed from time to time either
by the board of directors or by a committee of the board to which such
power may be delegated. The salaries of any other officers shall be fixed
by the President or by a committee or committees to which he may delegate
such power.
Section 5. Removal. Any officer may be removed, either
with or without cause, at any time, by resolution adopted by the board of
directors at any regular meeting of the board or at any special meeting of
the board called for the purpose at which a quorum is present.
Section 6. Vacancies. A vacancy in any office may be
filled for the unexpired portion of the term in the manner prescribed in
these bylaws for election or appointment to such office for such term.
Section 7. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the stockholders and directors at
which he may be present. He shall have such other authority and
responsibility and perform such other duties as may be determined by the
board of directors.
Section 8. President. The President shall be the chief
executive officer of the Company and as such shall have general supervision
and management of the affairs of the Company subject to the control of the
board of directors. He may enter into any contract or execute any deeds,
mortgages, bonds, contracts or other instruments in the same and on behalf
of the Company except in cases in which the authority to enter into such
contract or execute and deliver such instrument, as the case may be, shall
be otherwise expressly delegated. In general he shall perform all duties
incident to the office of President as herein defined and all such other
duties as from time to time may be assigned to him by the board of
directors. In the absence of the Chairman of the Board, the President
shall preside at meetings of the stockholders and directors.
Section 9. Vice Presidents. The Vice Presidents, in
order of their seniority unless otherwise determined by the board of
directors, shall in the absence or disability of the President perform the
duties and exercise the powers of such offices. The Vice Presidents shall
perform such other duties and have such other powers as the President or
the board of directors may from time to time prescribe.
Section 10. Secretary. The Secretary shall attend all
sessions of the board and all meetings of the stockholders, and record all
votes and the minutes of all proceedings in a book to be kept for that
purpose, and shall perform like duties for the committees of the board of
directors when required. He shall give or cause to be given, notice of all
meetings of the stockholders and of special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the
board of directors, or the President, under whose supervision he shall be.
He shall keep in safe custody the seal of the Company and, when authorized
by the board of directors, affix the same to any instrument requiring it,
and when so affixed it shall be attested by his signature or by the
signature of the Treasurer or an Assistant Secretary.
Section 11. Treasurer. The Treasurer shall have custody
of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in the books belonging to the
Company, and shall deposit all moneys and other valuable effects in the
name and to the credit of the Company in such depositories as may be
designated from time to time by the Board of Directors.
He shall disburse the funds of the Company as may be ordered
by the board, taking proper vouchers for such disbursements, and shall
render to the President and board of directors at the regular meetings of
the board, or whenever they may require it, an account of the financial
condition of the Company.
If required by the board of directors, he shall give the
Company a bond, in such sum and with such surety or sureties as shall be
satisfactory to the board, for the faithful performance of the duties of his
office, and for the restoration to the Company, in case of his death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Company.
Section 12. Controller. The Controller shall be in
charge of the accounts of the Company and shall perform such duties as from
time to time may be assigned to him by the President or by the board of
directors.
ARTICLE VI
Shares and Their Transfer
Section 1. Certificates for Stock. Certificates for
shares of capital stock of the Company shall be numbered, and shall be
entered in the books of the Company, in the order in which they are issued.
Section 2. Regulations. The board of directors may make
such rules and regulations as it may deem expedient, not inconsistent with
the certificate of incorporation or these bylaws, concerning the issue,
transfer and registration of certificates for shares of capital stock of
the Company. It may appoint, or authorize any principal officer or
officers to appoint, one or more transfer clerks or one or more transfer
agents and one or more registrars, and may require all such certificates to
bear the signature or signatures of any of them.
Section 3. Stock Certificate Signature. The
certificates for shares of the respective classes of such stock shall be
signed by, or in the name of the Company by, the Chairman of the Board, the
President or any Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, and where signed (a)
by a transfer agent or an assistant transfer agent or (b) by a transfer
clerk acting on behalf of the Company and a registrar, the signature of any
such Chairman of the Board, President, Vice President, Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary may be facsimile. Each such
certificate shall exhibit the name of the holder thereof and number of
shares represented thereby and shall not be valid until countersigned by a
transfer agent.
The board of directors may, if it so determines, direct that
certificates for shares of any class or classes of capital stock of the
Company be registered by a registrar, in which case such certificates will not
be valid until so registered.
In case any officer of the Company who shall have signed, or
whose facsimile signature shall have been used on, any certificate for shares
of capital stock of the Company shall cease to be such officer, whether
because of death, resignation or otherwise, before such certificate shall have
been delivered by the Company, such certificate shall nevertheless be deemed
to have been adopted by the Company and may be issued and delivered as though
the person who signed such certificate or whose facsimile signature shall have
been used thereon had not ceased to be such officer.
Section 4. Designations, Preferences, Etc. on
Certificates for Stock. Certificates for shares of capital stock of the
Company shall state on the face or back thereof that the Company will
furnish without charge to each stockholder who so requests (which request
may be addressed to the Secretary of the Company or to a transfer agent) a
statement of the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof
which the Company is authorized to issue and the qualifications,
limitations or restrictions of such preferences and/or rights.
Section 5. Stock Ledger. A record shall be kept by the
Secretary or by any other officer, employee or agent designated by the board
of directors of the name of the person, firm, or corporation holding the stock
represented by such certificates, the number of shares represented by such
certificates, respectively, and the respective dates thereof, and in case of
cancellation the respective dates of cancellation.
Section 6. Cancellation. Every certificate surrendered
to the Company for exchange or transfer shall be canceled, and no new
certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled.
Section 7. Transfers of Stock. Transfers of shares of
the capital stock of the Company shall be made only on the books of the
Company by the registered holder thereof or by his attorney thereunto
authorized on surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes thereon. The person in
whose name shares of stock stand on the books of the Company shall be
deemed the owner thereof for all purposes as regards the Company; provided,
however, that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary or the
transfer agent making such transfer, shall be so expressed in the entry of
transfer.
Section 8. Closing of Transfer Books. The board of
directors may by resolution direct that the stock transfer books of the
Company be closed for a period not exceeding 60 days preceding the date of
any meeting of the stockholders, or the date for the payment of any
dividend, or the date of the allotment of any rights, or the date when any
change or conversion or exchange of capital stock of the company shall go
into effect, or for a period not exceeding 60 days in connection with
obtaining the consent of stockholders for any purpose. In lieu of such
closing of the stock transfer books, the board may fix in advance a date,
not exceeding 60 days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital
stock shall go into effect or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, such meeting, and any adjournment
thereof, or to receive payment of any such dividend, or to receive any such
allotment of rights, or to exercise the rights in respect of any such
change, conversion, or exchange of capital stock or to give such consent,
as the case may be, notwithstanding any transfer of any stock on the books
of the Company after any record date so fixed.
ARTICLE VII
Miscellaneous Provisions
Section 1. Corporate Seal. The board of directors shall
provide a corporate seal which shall be in the form of a circle and shall bear
the name of the Company and words and figures showing that it was incorporated
in the State of Delaware in the year 1964. The Secretary shall be the
custodian of the seal. The board of directors may authorize a duplicate seal
to be kept and used by any other officer.
Section 2. Fiscal Year. The fiscal year of the Company
shall be fixed by resolution of the board of directors.
Section 3. Voting of Stocks Owned by the Company. The
board of directors may authorize any person on behalf of the Company to
attend, vote and grant proxies to be used at any meeting of stockholders of
any corporation in which the Company may hold stock.
Section 4. Dividends. Subject to the provisions of the
certificate of incorporation, the board of directors may, out of funds legally
available therefor, at any regular or special meeting declare dividends upon
the capital stock of the Company as and when they deem expedient. Dividends
may be paid in cash, in property, or in shares of capital stock of the
Company, subject to the provisions of the certificates of incorporation.
Before declaring any dividend there may be set apart out of any funds of the
Company available for dividends such sum or sums as the directors from time to
time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for equalizing dividends or for such other purposes
as the directors shall deem conducive to the interests of the Company.
ARTICLE VIII
Indemnification of Officers, Directors,
Employees and Agents; Insurance
Section 1. Indemnification.
(a) The Company may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including an action by or in the right of
the Company) by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) and, except for an action by or in the
right of the Company, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action,
suit or proceeding, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. Except for an action by or in the
right of the Company, the termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful. With respect to an action by or in
the right of the Company, no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to
the Company unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall
deem proper.
(b) To the extent that a director, officer, employee or
agent of the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsection (a) or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(c) Any indemnification under subsection (a) (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsection (a). Such
determination shall be made (i) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders.
(d) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance of the
final disposition of such action, suit or proceeding as authorized by the
board of directors in the manner provided in subsection (c) upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company as authorized in this section.
(e) The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in their
official capacities and as to action in other capacities while holding such
offices, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 2. Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Company would have the power to indemnify
him against such liability under the provisions of either the General
Corporation Law of the State of Delaware or of these bylaws.
ARTICLE IX
Amendments
The bylaws of the Company may be altered, amended or repealed
either by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote in respect thereof and represented in person
or by proxy at any annual or special meeting of the stockholders, or by the
affirmative vote of a majority of the directors then in office given at any
regular or special meeting of the board of directors. Bylaws, whether made or
altered by the stockholders or by the board of directors, shall be subject to
alteration or repeal by the stockholders as in this Article provided.
Exhibit 5.01
Davis Polk & Wardwell Opinion
May 19, 1997
Murphy Oil Corporation
200 Peach Street
P.O. Box 7000
El Dorado, AR 71731-7000
Dear Sirs:
We are acting as counsel for Murphy Oil Corporation (the "Registrant")
in connection with its Registration Statement on Form S-8 (the "Registration
Statement") to register under the Securities Act of 1933, as amended, 50,000
shares (the "Shares") of Common Stock ($1.00 par value) of the Registrant
issuable pursuant to the Employee Stock Purchase Plan (the "Plan") of the
Registrant. In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as
we have deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, we are of the opinion that the Shares
deliverable pursuant to the Plan have been duly authorized and, when and to
the extent issued pursuant to the Plan upon receipt by the Registrant of
adequate consideration therefor, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement.
Very truly yours,
Davis Polk & Wardwell
Exhibit 23.01
Independent Auditors' Consent
The Board of Directors
Murphy Oil Corporation:
We consent to the use of our reports dated March 4, 1997, related to the
financial statements of Murphy Oil Corporation as of December 31, 1996 and for
each of the years in the three-year period then ended, which reports are
incorporated by reference on Form S-8 of Murphy Oil Corporation, and to the
reference to our firm under the heading "Experts" in the Form S-8, filed on or
about May 14, 1997. Our report dated March 4, 1997, refers to a change in
1995 in the method of accounting for the impairment of long-lived assets.
KPMG PEAT MARWICK LLP
Shreveport, Louisiana
May 14, 1997
Exhibit 99.01
MURPHY OIL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the Employee Stock Purchase
Plan of Murphy Oil Corporation, effective as of the first day of the calendar
quarter following the effective date.
1. Purpose. The purpose of the Plan is to provide Employees of the
Company and its Subsidiaries with an opportunity to purchase Shares of the
Company. It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under section 423 of the Code. The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that
section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Common Stock" shall mean Class A stock, $1.00 par value, of
the Company.
(d) "Company" shall mean Murphy Oil Corporation, a Delaware
corporation, or any successor which adopts this Plan.
(e) "Compensation" for the Offering Period shall mean base salary
only, excluding any incentive payments, and commissions that may be
paid from time to time to the Employee from the Employer.
(f) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous
status as an Employee shall not be considered interrupted in the
case of a leave of absence except as provided in paragraph 10(b).
(g) "Designated Subsidiary" shall mean each of the Subsidiaries
designated in the Appendix attached to this Plan as having adopted
the Plan. In addition, such term shall include each Subsidiary as
may be designated by the Board from time to time among a group
consisting of the Company and its Subsidiaries, including
corporations that become Subsidiaries after the adoption and
approval of the Plan.
(h) "Eligible Employee" shall have the meaning set forth in
Section 3(a).
(i) "Employee" shall mean any person, including an officer, who
is a full-time employee of the Employer and who does not have a
Restricted Stock Award outstanding under the 1992 Stock Incentive
Plan.
(j) "Employer" shall mean the Company and each of its Designated
Subsidiaries.
(k) "Enrollment Date" shall mean the first day of each Offering
Period.
(l) "Exercise Date" shall mean the last day of each Offering Period.
(m) "Exercise Price" shall have the meaning as defined in
paragraph 7(b).
(n) "Offering Period" shall mean the period described in
paragraph 4.
(o) "Participant" shall mean an Eligible Employee who has elected to
participate herein.
(p) "Participant Account" shall mean that separate account
maintained hereunder to record the amount that a Participant has
contributed to the Plan during an Offering Period.
(q) "Plan" shall mean the Murphy Oil Corporation Employee Stock
Purchase Plan.
(r) "Plan Custodian" shall mean the entity so designated by the
Board or any successor appointed by the Company.
(s) "Share" shall mean a share of Common Stock.
(t) "Stock Administrator" shall mean the committee appointed by
the Board pursuant to paragraph 13 to act on behalf of the Board and
administer the Plan.
(u) "Subsidiary" shall mean a corporation, domestic or foreign,
of which at the time of the granting of the option pursuant to
paragraph 7, not less than fifty percent (50%) of the total combined
voting power of all classes of stock are held by the Company or a
Subsidiary, whether or not such corporation now exists or is
hereafter organized or acquired by the Company or a Subsidiary.
3. Eligibility.
(a) General Rule. Any Employee who has completed two years of
service with the Employer as of any Enrollment Date shall be
eligible to participate as an "Eligible Employee" during the
Offering Period beginning on such Enrollment Date, subject to the
requirements of paragraph 5 and the limitations imposed by section
423(b) of the Code.
(b) Exceptions. Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option to purchase
Shares under the Plan if:
(i) Immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee
pursuant to section 424(d) of the Code) would own stock (including
for purposes of this paragraph 3(b) any stock he holds outstanding
options to purchase) possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of
the Company or of any Subsidiary computed in accordance with the
Code Section 423(b)(3), or
(ii) Such option would permit such Employee's right to
purchase stock under all employee stock purchase plans (described
in section 423 of the Code) of the Company and its Subsidiaries to
accrue at a rate which exceeds by Twenty-Five Thousand Dollars
($25,000) the fair market value of such stock (determined at the
time such option is granted) for each calendar year in which such
option is outstanding at any time, in accordance with the
provisions of Code Section 423(b)(8).
4. Offering Periods. Each calendar quarter shall be an Offering
Period; provided, however, that the initial Offering Period may, at the
discretion of the Board, start on any date specified by the Board and end
on the last day of such calendar quarter.
5. Participation. An Eligible Employee shall become a Participant by
completing a subscription agreement in such form as shall be specified by
the Company ("Subscription Agreement"), and returning it to the Stock
Administrator prior to the Enrollment Date of the applicable Offering
Period, unless a later time for filing the Subscription Agreement is set by
the Board for all Eligible Employees with respect to such Offering Period.
6. Payment for Shares.
(a) At the time a Participant files his or her Subscription
Agreement, such Participant shall elect to have payroll deductions
made on each pay date during the Offering Period at a whole
percentage rate not to exceed ten percent (10%) of the Compensation
which he or she receives on each pay date during the Offering Period.
(b) All payroll deductions made by a Participant shall be
credited to his or her Participant Account under the Plan. A
Participant may not make any separate cash payment into his or her
Participant Account.
(c) A Participant may discontinue his or her participation in the
Plan as provided in paragraph 10, but no other change can be made
during an Offering Period and, specifically, a Participant may not
alter the amount of his or her payroll deductions for that Offering
Period.
7. Grant of Option.
(a) On the Enrollment Date of each Offering Period each Eligible
Employee shall be granted an option to purchase on the subsequent
Exercise Date up to a number of whole Shares determined by dividing
ten percent (10%) of the Eligible Employee's Compensation by ninety
percent (90%) of the fair market value of a Share on the Enrollment
Date; provided, however, that the number of Shares subject to such
option shall be reduced, if necessary, to a number of Shares which
would not exceed the limitations described in paragraph 3(b) or
paragraph 12(a) hereof. The fair market value of a Share shall be
determined as provided in paragraph 7(b) herein.
(b) The exercise price per Share offered in a given Offering
Period (the "Exercise Price") shall be ninety percent (90%) of the
fair market value of a Share on the Enrollment Date of such Offering
Period. The fair market value of a Share on an Enrollment Date shall
be the closing price of such Share as reported by the New York Stock
Exchange on such date or the most recent trading date preceding such
date (or if the Shares did not trade on such date, for the most
recent trading day preceding the Enrollment Date, as the case may be,
on which the Shares traded).
8. Exercise of Option. The Participant's option for the purchase of
Shares will be exercised automatically on the Exercise Date of the Offering
Period of reference by purchasing the maximum number of whole Shares
subject to such option which may be purchased at the Exercise Price with
the funds in his or her Participant Account unless prior to such Exercise
Date the Participant has withdrawn from the Offering Period pursuant to
paragraph 10. During a Participant's lifetime, a Participant's option to
purchase Shares hereunder is exercisable only by such Participant.
9. Delivery. Shares issued pursuant to the exercise of the option
will be held in custody by the Plan Custodian until termination of the
Participant's Continuous Status as an Employee or request by the
Participant for delivery of all Shares. All dividends will be credited to
the Participant's account and will be reinvested for additional Shares.
Shares shall be delivered within forty-five (45) days after termination or
receipt of such request.
10. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all, but not less than all, of the
payroll deductions credited to his or her Participant Account at any
time by notice in the form specified by the Company given to the
Stock Administrator prior to the Exercise Date. All of the
Participant's payroll deductions credited to his or her Participant
Account will be paid to such Participant as soon as practicable after
receipt of his or her notice of withdrawal. Such withdrawal shall
permanently terminate the Participant's participation for the
Offering Period in which the withdrawal occurs.
(b) In the event of the termination of the Participant's
Continuous Status as an Employee for any reason other than death, on
or before the Exercise Date of reference, he or she will be deemed to
have elected to withdraw from the Plan and receive any Shares held by
the Plan Custodian for the Participant and any funds credited to his
or her Participant Account on the date of such withdrawal; provided,
however, that a Participant who goes on a leave of absence shall be
permitted to remain in the Plan with respect to an Offering Period
which commenced prior to the beginning of such leave of absence.
Payroll deductions for a Participant who has been on a leave of
absence will resume upon return to work at the same rate as in effect
prior to such leave unless the leave of absence begins in one
Offering Period and ends in a subsequent Offering Period, in which
case the Participant shall not be permitted to re-enter the Plan
until a new Subscription Agreement is filed with respect to an
Offering Period which commences after such Participant has returned
to work from the leave of absence.
(c) Upon termination of the Participant's Continuous Status as an
Employee because of death, any unused funds in such Participant
Account will be returned to his or her estate, without interest.
(d) A Participant's withdrawal from one Offering Period will not
have any effect upon his or her eligibility to participate in a
different Offering Period or in any similar Plan which may hereafter
be adopted by the Company.
11. Interest. No interest shall accrue on the payroll
deductions of a Participant in the Plan.
12. Shares.
(a) The maximum number of Shares which shall be made available for
sale under the Plan shall be fifty thousand (50,000) Shares, subject
to adjustment upon changes in capitalization of the Company as
provided in paragraph 17. Either authorized and unissued Shares or
issued Shares heretofore or hereafter reacquired by the Company may
be made subject to purchase under the Plan, in the sole and absolute
discretion of the Board. Further, if for any reason any purchase of
Shares under the Plan is not consummated, the Shares subject to such
Subscription Agreement may be subjected to a new Subscription
Agreement under the Plan. If, on a given Exercise Date, the Shares
with respect to which options are to be exercised exceed the Shares
then available under the Plan, the Company shall make a pro rata
allocation of the Shares remaining available for purchase in as
uniform a manner as shall be practicable and as it shall determine to
be equitable. In such event, the Company shall give notice of such
reduction of the Shares which each Participant shall be allowed to
purchase. Notwithstanding anything to the contrary herein, the
Company shall not be obligated to issue Shares hereunder if, in the
opinion of counsel for the Company, such issuance would constitute a
violation of federal or state securities laws or the laws of any
country.
(b) Neither the Participant nor his or her beneficiaries will
have any interest or voting right in Shares covered by his or her
option until such option has been exercised and the Shares purchased.
13. Administration. The Plan shall be administered by the Stock
Administrator appointed by the Board. The Stock Administrator shall have
all of the powers of the Board with respect to the Plan except for those
powers set forth in paragraph 18 hereof. Members of the Board who are
Eligible Employees are permitted to participate in the Plan; provided,
however, that (i) members of the Board who are Eligible Employees may not
vote on any matter affecting the administration of the Plan or the grant of
any option pursuant to the Plan, and (ii) if a committee is appointed to be
the Stock Administrator, no member of such committee will be eligible to
participate in the Plan. The Stock Administrator appointed hereunder shall
have the following powers and duties:
(a) To direct the administration of the Plan in accordance with
the provisions herein set forth;
(b) To adopt rules of procedure and regulations necessary for the
administration of the Plan provided the rules are not inconsistent
with the terms of the Plan;
(c) To determine, in its sole discretion, all questions with
regard to rights of Employees and Participants under the Plan,
including but not limited to, the eligibility of an Employee to
participate in the Plan;
(d) To enforce the terms of the Plan and the rules and
regulations it adopts;
(e) To direct the distribution of the Shares purchased hereunder;
(f) To furnish the Employer with information which the Employer
may require for tax or other purposes;
(g) To engage the service of counsel (who may, if appropriate, be
counsel for the Employer) and agents whom it may deem advisable to
assist it with the performance of its duties;
(h) To prescribe procedures to be followed by Eligible Employees
in electing to participate herein;
(i) To receive from each Employer and from Employees such
information as shall be necessary for the proper administration of
the Plan;
(j) To maintain, or cause to be maintained, separate accounts in
the name of each Participant to reflect the Participant's Account
under the Plan;
(k) To interpret and construe the Plan in its sole discretion; and
(l) To make any changes or modifications necessary to administer
and implement the provisions of this Plan in any foreign country to
the fullest extent possible.
14. Transferability. Neither any monies credited to a Participant's
Participant Account nor any rights with regard to the exercise of an option
to receive Shares under the Plan may be assigned, transferred, pledged, or
otherwise disposed of in any way (other than by will or by laws of descent
and distribution) by the Participant. Any such attempt at assignment,
transfer, pledge, or other disposition shall be without effect, except that
the Company shall treat such act as an election to withdraw funds in
accordance with paragraph 10.
15. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such funds.
16. Reports. Individual Participant Accounts will be maintained for each
Participant, and statements will be given to Participants promptly
following an Exercise Date, which statements will set forth the amounts of
payroll deductions, the per Share purchase price, the Shares purchased, and
the remaining cash balance, if any.
17. Adjustments Upon Changes in Capitalization. If an option under
this Plan is exercised subsequent to any stock split, spinoff,
recapitalization, reorganization, reclassification, merger, consolidation,
exchange of shares, or the like occurring after such option was granted, as
a result of which shares of any class of stock shall be issued in respect
of the outstanding shares, or shares shall be changed into a different
number of the same or another class or classes, the number of Shares to
which such option shall be applicable and the option price for such Shares
shall be appropriately adjusted by the Company. Any such adjustment,
however, in the Shares shall be made without change in the total price to
be paid upon exercise of any option granted under the Plan which has not
been exercised in full, but shall involve only, if appropriate on
adjustment, in the price per Share. Notwithstanding the above, no
adjustments shall be made for stock dividends. For the purposes of this
paragraph, any distribution of Shares to shareholders in an amount
aggregating twenty percent (20%) or more of the outstanding Shares shall be
deemed a stock split and any distributions of Shares aggregating less than
twenty percent (20%) of the outstanding Shares shall be deemed a stock
dividend.
In the event of the proposed dissolution or liquidation of the
Company or upon a proposed reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the Company is
not the surviving corporation, or upon a proposed sale of substantially all
of the property or stock of the Company to another corporation, the
Offering Period will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board, and the
holder of each option then outstanding under the Plan will thereafter be
entitled to receive, upon the exercise of such option, as nearly as
reasonably may be determined, the cash, securities and/or property which a
holder of one Share was entitled to receive upon and at the time of such
transaction for each Share to which such option shall be exercised. The
Board shall take such steps in connection with such transactions as the
Board may deem necessary to assure that the provisions of this paragraph 17
shall thereafter be applicable, as nearly as reasonably may be determined,
in relation to the said cash, securities, and/or property as to which such
holder of such option might thereafter be entitled to receive.
18. Amendment or Termination. The Board may at anytime and for any
reason terminate or amend the Plan; provided, however, that the Board shall
not, without the approval of the stockholders of the Company, (i) increase
the maximum number of Shares which may be issued under the Plan (except
pursuant to paragraph 17) or (ii) amend the requirements as to the class of
employees eligible to purchase Shares under the Plan, or, if a committee is
appointed as the Stock Administrator pursuant to paragraph 13, permit the
members of such committee to participate in the Plan. The Plan shall
automatically terminate on the Exercise Date that Participants become
entitled to purchase a number of Shares greater than the number available
for purchase under paragraph 12. In the event of an automatic termination,
reserved Shares remaining as of such Exercise Date shall be sold to
Participants on a pro rata basis, as described in paragraph 12.
Except as specifically provided in the Plan, as required to comply with
Code section 423, or as required to obtain a favorable ruling from the
Internal Revenue Service, no amendment may make any change in any option
theretofore granted which adversely affects the rights of any Participant
without the consent of such Participant.
19. Notices. All notices or other communications by an Eligible
Employee or a Participant to the Company under or in connection with the
Plan shall be deemed to have been duly given when received in the form
specified by the Company at the location, or by the person, designated by
the Company for the receipt thereof.
20. Shareholder Approval. Commencement of the Plan shall be subject
to approval by the shareholders of the Company within twelve months before
or after the date the Plan is adopted. Notwithstanding any provision to
the contrary, failure to obtain such shareholder approval shall void the
Plan, any options granted under the Plan, any Share purchases pursuant to
the plan, and all rights of all Participants.
21. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act of
1934, as amended, the rules and regulations promulgated under both sets of
laws, and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of
any such exercise that the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is required
by any of the aforementioned applicable provisions of law.
22. Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the stockholders
of the Company as described in paragraph 20. It shall continue if effect
for a term of five (5) years unless sooner terminated under paragraphs 18
or 20.
23. No Rights Implied. Nothing contained in this Plan, any
modification or amendment to the Plan, or the creation of any Participant
Account, the execution of any Subscription Agreement, or the issuance of
any Shares, shall give any Employee or Participant any right to continue
employment, any legal or equitable right against the Employer or Company or
any officer, director, or employee of the Employer or Company, or interfere
in any way with the Company's right to terminate or otherwise modify an
Employee's employment at any time, except as expressly provided by the
Plan.
24. Severability. In the event any provision of the Plan shall be
held to be illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions of the Plan, but such provision
shall be fully severable and the Plan shall be construed and enforced as if
the illegal or invalid provision had never been included herein.
25. Notice. Any notice required to be given herein by the Employer,
the Company, or the Board shall be deemed delivered when (a) personally
delivered, including electronic transmission in such form as the Board
shall direct, or (b) placed in the mail of the country of the sender in an
envelope addressed to the last known address of the person to whom the
notice is given.
26. Waiver of Notice. Any person entitled to notice under
the Plan may waive the notice.
27. Successors and Assigns. The Plan shall be binding upon all
persons entitled to purchase Shares under the Plan, their respective heirs,
legatees, and legal representatives, including, without limitation, such
person's estate and the executors, any receiver, trustee in bankruptcy or
representative of creditors of such person, and upon the Employer, its
successors and assigns.
28. Headings. The titles and headings of the paragraphs are included
for convenience of reference only and are not to be considered in
construction of the provisions hereof.
29. Law. All questions arising with respect to the provisions of this
Agreement shall be determined by application of the laws of the State of
Delaware except to the extent Delaware law is preempted by federal statute.
The obligation of the Employer to sell and deliver Shares under the Plan is
subject to applicable laws and to the approval of any governmental
authority required in connection with the authorization, issuance, sale, or
delivery of such Shares.
30. No Liability for Good Faith Determinations. Neither the members
of the Board nor any member of the committee appointed to be the Stock
Administrator (nor their delegates) shall be liable for any act, omission,
or determination taken or made in good faith with respect to the Plan or
any right to purchase Shares granted under it, and members of the Board and
the Stock Administrator (and their delegates) shall be entitled to
indemnification and reimbursement by the Company in respect of any claim,
loss, damage, or expense (including attorneys' fees, the costs of settling
any suit, provided such settlement is approved by independent legal counsel
selected by the Company, and amounts paid in satisfaction of a judgment,
except a judgment based on a finding of bad faith) arising therefrom to the
full extent permitted by law and under any directors' and officers'
liability or similar insurance coverage that may from time to time be in
effect.
31. Participating Employers. This Plan shall constitute the Employee
Stock Purchase Plan of the Company and each Designated Subsidiary. A
Designated Subsidiary may withdraw from the Plan as of any Enrollment Date
by giving written notice to the Board, which notice must be received by the
Board at least thirty (30) days prior to such Enrollment Date.
IN WITNESS WHEREOF, this Employee Stock Purchase Plan has been
adopted as of May 14, effective as of July 1, 1997.
MURPHY OIL CORPORATION
By: /s/ Stephen A. Cosse
---------------------------
Stephen A. Cosse
Senior Vice President and
General Counsel
Attest:
/s/ Walter K. Compton
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Walter K. Compton
Secretary
