SEC Info - Murphy Oil Corp. - ‘10-K’ for 12/31/23

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Murphy Oil Corp. – ‘10-K’ for 12/31/23 – ‘EX-10.32’

On: Friday, 2/23/24, at 6:14am ET · For: 12/31/23 · Accession #: 717423-24-8 · File #: 1-08590

Previous ‘10-K’: ‘10-K’ on 2/27/23 for 12/31/22 · Latest ‘10-K’: This Filing · 27 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/23/24  Murphy Oil Corp.                  10-K       12/31/23  150:23M

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   4.19M 
 2: EX-10.29    Material Contract                                   HTML     65K 
 3: EX-10.30    Material Contract                                   HTML     65K 
 4: EX-10.31    Material Contract                                   HTML     55K 
 5: EX-10.32    Material Contract                                   HTML     57K 
 6: EX-10.33    Material Contract                                   HTML     49K 
 7: EX-10.34    Material Contract                                   HTML     49K 
 8: EX-21.1     Subsidiaries List                                   HTML     76K 
 9: EX-23.1     Consent of Expert or Counsel                        HTML     39K 
10: EX-23.2     Consent of Expert or Counsel                        HTML     43K 
11: EX-23.3     Consent of Expert or Counsel                        HTML     42K 
12: EX-23.4     Consent of Expert or Counsel                        HTML     44K 
16: EX-99.1     Miscellaneous Exhibit                               HTML    134K 
17: EX-99.2     Miscellaneous Exhibit                               HTML    131K 
18: EX-99.3     Miscellaneous Exhibit                               HTML     71K 
19: EX-99.4     Miscellaneous Exhibit                               HTML    246K 
13: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
14: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
15: EX-32.1     Certification -- §906 - SOA'02                      HTML     42K 
25: R1          Cover Page                                          HTML    106K 
26: R2          Audit Information                                   HTML     45K 
27: R3          Consolidated Balance Sheets                         HTML    166K 
28: R4          Consolidated Balance Sheets (Parenthetical)         HTML     56K 
29: R5          Consolidated Statements of Operations               HTML    191K 
30: R6          Consolidated Statements of Comprehensive Income     HTML     79K 
                (Loss)                                                           
31: R7          Consolidated Statements of Cash Flows               HTML    150K 
32: R8          Consolidated Statements of Stockholders' Equity     HTML    111K 
33: R9          Consolidated Statements of Stockholders' Equity     HTML     56K 
                (Parenthetical)                                                  
34: R10         Significant Accounting Polices                      HTML     69K 
35: R11         New Accounting Principles and Recent Accounting     HTML     54K 
                Pronouncements                                                   
36: R12         Revenue from Contracts with Customers               HTML    116K 
37: R13         Property, Plant and Equipment                       HTML    112K 
38: R14         Inventories                                         HTML     48K 
39: R15         Financing Arrangements and Debt                     HTML     71K 
40: R16         Asset Retirement Obligations                        HTML     57K 
41: R17         Income Taxes                                        HTML    120K 
42: R18         Incentive Plans                                     HTML    110K 
43: R19         Employee and Retiree Benefit Plans                  HTML    297K 
44: R20         Financial Instruments and Risk Management           HTML     57K 
45: R21         Earnings Per Share                                  HTML     55K 
46: R22         Other Financial Information                         HTML     65K 
47: R23         Accumulated Other Comprehensive Loss                HTML     65K 
48: R24         Assets and Liabilities Measured at Fair Value       HTML     78K 
49: R25         Commitments                                         HTML     43K 
50: R26         Environmental and Other Contingencies               HTML     54K 
51: R27         Common Stock Issued and Outstanding                 HTML     54K 
52: R28         Business Segments                                   HTML    196K 
53: R29         Leases                                              HTML    161K 
54: R30         Supplemental Oil and Gas Information (Unaudited)    HTML    629K 
55: R31         Supplemental Quarterly Information (Unaudited)      HTML    104K 
56: R32         Schedule II - Valuation Accounts and Reserves       HTML     67K 
57: R33         Pay vs Performance Disclosure                       HTML     53K 
58: R34         Insider Trading Arrangements                        HTML     46K 
59: R35         Significant Accounting Polices (Policies)           HTML    118K 
60: R36         Revenue from Contracts with Customers (Tables)      HTML    107K 
61: R37         Property, Plant and Equipment (Tables)              HTML    113K 
62: R38         Inventories (Tables)                                HTML     49K 
63: R39         Financing Arrangements and Debt (Tables)            HTML     60K 
64: R40         Asset Retirement Obligations (Tables)               HTML     55K 
65: R41         Income Taxes (Tables)                               HTML    120K 
66: R42         Incentive Plans (Tables)                            HTML    108K 
67: R43         Employee and Retiree Benefit Plans (Tables)         HTML    304K 
68: R44         Financial Instruments and Risk Management (Tables)  HTML     51K 
69: R45         Earnings Per Share (Tables)                         HTML     57K 
70: R46         Other Financial Information (Tables)                HTML     64K 
71: R47         Accumulated Other Comprehensive Loss (Tables)       HTML     64K 
72: R48         Assets and Liabilities Measured at Fair Value       HTML     76K 
                (Tables)                                                         
73: R49         Common Stock Issued and Outstanding (Tables)        HTML     53K 
74: R50         Business Segments (Tables)                          HTML    194K 
75: R51         Leases (Tables)                                     HTML    122K 
76: R52         Supplemental Oil and Gas Information (Unaudited)    HTML    620K 
                (Tables)                                                         
77: R53         Supplemental Quarterly Information (Unaudited)      HTML    104K 
                (Tables)                                                         
78: R54         Significant Accounting Polices (Details)            HTML     63K 
79: R55         Revenue from Contracts with Customers - Narrative   HTML     46K 
                (Details)                                                        
80: R56         Revenue from Contracts with Customers -             HTML    109K 
                Disaggregation of Revenue (Details)                              
81: R57         Revenue from Contracts with Customers - Current     HTML     62K 
                Long-Term Contracts Outstanding (Details)                        
82: R58         Property, Plant and Equipment - Property, Plant     HTML     55K 
                and Equipment (Details)                                          
83: R59         Property, Plant and Equipment - Narrative           HTML    109K 
                (Details)                                                        
84: R60         Property, Plant and Equipment - Recognized          HTML     49K 
                Impairments (Details)                                            
85: R61         Property, Plant And Equipment - Net Changes in      HTML     50K 
                Capitalized Exploratory Well Costs (Details)                     
86: R62         Property, Plant And Equipment - Aging of            HTML     60K 
                Capitalized Exploratory Well Costs (Details)                     
87: R63         Inventories (Details)                               HTML     46K 
88: R64         Financing Arrangements and Debt - Schedule of Long  HTML     87K 
                Term Debt (Details)                                              
89: R65         Financing Arrangements and Debt - Narrative         HTML    142K 
                (Details)                                                        
90: R66         Asset Retirement Obligations - Schedule of          HTML     54K 
                Reconciliation of Beginning and Ending Aggregate                 
                Carrying Amount of Asset Retirement Obligations                  
                (Details)                                                        
91: R67         Asset Retirement Obligations - Classification of    HTML     47K 
                Asset of Asset Retirement Obligations (Details)                  
92: R68         Income Taxes - Components of Income (Loss) from     HTML     78K 
                Continuing Operations Before Income Taxes and                    
                Income Tax Expense (Details)                                     
93: R69         Income Taxes - Effective Income Tax Rates           HTML     60K 
                (Details)                                                        
94: R70         Income Taxes - Analysis of Deferred Tax Assets and  HTML     73K 
                Deferred Tax Liabilities Showing Tax Effects of                  
                Significant Temporary Differences (Details)                      
95: R71         Income Taxes - Narrative (Details)                  HTML     58K 
96: R72         Income Taxes - Reconciliation of Beginning and      HTML     48K 
                Ending Amount of Consolidated Liability for                      
                Unrecognized Income Tax Benefits (Details)                       
97: R73         Incentive Plans - Narrative (Details)               HTML     86K 
98: R74         Incentive Plans - Share-Based Plans, Amounts        HTML     45K 
                Recognized (Details)                                             
99: R75         Incentive Plans - Changes in Performance-Based RSU  HTML     52K 
                Outstanding (Details)                                            
100: R76         Incentive Plans - Assumptions used in Valuation     HTML     91K  
                Performance Awards Granted (Details)                             
101: R77         Incentive Plans - Changes in Time-Lapse Restricted  HTML     52K  
                Stock and Restricted Stock Units Outstanding                     
                (Details)                                                        
102: R78         Incentive Plans - Changes in Stock Options          HTML     66K  
                Outstanding (Details)                                            
103: R79         Employee and Retiree Benefit Plans - Plans'         HTML    112K  
                Benefit Obligations and Fair Value of Assets and                 
                Statement of Funded Status (Details)                             
104: R80         Employee and Retiree Benefit Plans - Amounts        HTML     52K  
                Included in Accumulated Other Comprehensive Income               
                Not Recognized in Net Periodic Benefit Expense                   
                (Details)                                                        
105: R81         Employee and Retiree Benefit Plans - Projected      HTML     58K  
                Benefit Obligations, Accumulated Benefit                         
                Obligations and Fair Value of Plan Assets                        
                (Details)                                                        
106: R82         Employee and Retiree Benefit Plans - Components of  HTML     71K  
                Net Periodic Benefit Expense (Details)                           
107: R83         Employee and Retiree Benefit Plans - Amount         HTML     64K  
                Related to Foreign Benefit Plans (Details)                       
108: R84         Employee and Retiree Benefit Plans -                HTML     67K  
                Weighted-Average Assumptions used in Measurement                 
                of Benefit Obligations and Net Periodic Benefit                  
                Expense (Details)                                                
109: R85         Employee and Retiree Benefit Plans - Narrative      HTML    108K  
                (Details)                                                        
110: R86         Employee and Retiree Benefit Plans - Benefit        HTML     58K  
                Payments Expected to be Paid in Future Years                     
                (Details)                                                        
111: R87         Employee and Retiree Benefit Plans - Weighted       HTML     51K  
                Average Asset Allocation for Funded Pension                      
                Benefit Plans (Details)                                          
112: R88         Employee and Retiree Benefit Plans - Fair Value     HTML    125K  
                Measurements of Retirement Plan Assets (Details)                 
113: R89         Employee and Retiree Benefit Plans - Effects of     HTML     55K  
                Fair Value Measurements Using Significant                        
                Unobservable Inputs on Changes in Level 3 Plan                   
                Assets (Details)                                                 
114: R90         Financial Instruments and Risk Management -         HTML     63K  
                Narrative (Details)                                              
115: R91         Financial Instruments and Risk Management -         HTML     47K  
                Recognized Gains and Losses for Derivative                       
                Instruments Not Designated as Hedging Instruments                
                (Details)                                                        
116: R92         Earnings Per Share - Weighted-Average Shares        HTML     50K  
                Outstanding for Computation of Basic and Diluted                 
                Income per Common Share (Details)                                
117: R93         Earnings Per Share - Anti Dilutive Securities Not   HTML     44K  
                Included in Computation of Diluted EPS (Details)                 
118: R94         Other Financial Information - Narrative (Details)   HTML     43K  
119: R95         Other Financial Information - Noncash Operating     HTML     67K  
                Working Capital (Increase) Decrease) (Details)                   
120: R96         Accumulated Other Comprehensive Loss (Details)      HTML     85K  
121: R97         Assets and Liabilities Measured at Fair Value -     HTML     57K  
                Carrying Value of Assets and Liabilities Recorded                
                at Fair Value on Recurring Basis (Details)                       
122: R98         Assets and Liabilities Measured at Fair Value -     HTML     62K  
                Narratives (Details)                                             
123: R99         Assets and Liabilities Measured at Fair Value -     HTML     46K  
                Carrying Amounts and Estimated Fair Values of                    
                Financial Instruments (Details)                                  
124: R100        Commitments (Details)                               HTML     68K  
125: R101        Environmental and Other Contingencies (Details)     HTML     43K  
126: R102        Common Stock Issued and Outstanding - Number of     HTML     53K  
                Shares of Common Stock Issued and Outstanding                    
                (Details)                                                        
127: R103        Common Stock Issued and Outstanding - Narrative     HTML     47K  
                (Details)                                                        
128: R104        Business Segments - Schedule of Revenue by Major    HTML     49K  
                Customers (Details)                                              
129: R105        Business Segments - Narrative (Details)             HTML     41K  
130: R106        Business Segments - Segment Information (Details)   HTML    168K  
131: R107        Business Segments - Geographic Information on       HTML     49K  
                Certain Long-Lived Assets (Details)                              
132: R108        Leases - Narrative (Details)                        HTML     54K  
133: R109        Leases - Lease Related Expenses (Details)           HTML     73K  
134: R110        Leases - Maturity of Lease Liabilities (Details)    HTML    103K  
135: R111        Leases - Lease Term and Discount Rate (Details)     HTML     51K  
136: R112        Leases - Other Lease Information (Details)          HTML     56K  
137: R113        Supplemental Oil and Gas Information (Unaudited) -  HTML     56K  
                Narrative (Details)                                              
138: R114        Supplemental Oil and Gas Information (Unaudited) -  HTML    169K  
                Summary of Proved Reserves Based on Average Prices               
                (Details)                                                        
139: R115        Supplemental Oil and Gas Information (Unaudited) -  HTML     87K  
                Costs Incurred in Oil and Gas Property                           
                Acquisition, Exploration and Development                         
                Activities (Details)                                             
140: R116        Supplemental Oil and Gas Information (Unaudited) -  HTML    128K  
                Results of Operations for Oil and Gas Producing                  
                Activities (Details)                                             
141: R117        Supplemental Oil and Gas Information (Unaudited) -  HTML     78K  
                Standardized Measure of Discounted Future Net Cash               
                Flow Relating to Proved Oil and Gas Reserves                     
                (Details)                                                        
142: R118        Supplemental Oil and Gas Information (Unaudited) -  HTML     80K  
                Principal Sources of Change in the Standardized                  
                Measure of Discounted Future Net Cash Flows                      
                (Details)                                                        
143: R119        Supplemental Oil and Gas Information (Unaudited) -  HTML     68K  
                Capitalized Costs Relating to Oil and Gas                        
                Producing Activities (Details)                                   
144: R120        Supplemental Quarterly Information (Unaudited)      HTML    119K  
                (Details)                                                        
145: R121        Schedule II - Valuation Accounts and Reserves       HTML     55K  
                (Details)                                                        
147: XML         IDEA XML File -- Filing Summary                      XML    268K  
150: XML         XBRL Instance -- mur-20231231_htm                    XML   6.39M  
146: EXCEL       IDEA Workbook of Financial Report Info              XLSX    313K  
21: EX-101.CAL  XBRL Calculations -- mur-20231231_cal                XML    412K 
22: EX-101.DEF  XBRL Definitions -- mur-20231231_def                 XML   1.29M 
23: EX-101.LAB  XBRL Labels -- mur-20231231_lab                      XML   3.24M 
24: EX-101.PRE  XBRL Presentations -- mur-20231231_pre               XML   2.00M 
20: EX-101.SCH  XBRL Schema -- mur-20231231                          XSD    309K 
148: JSON        XBRL Instance as JSON Data -- MetaLinks              905±  1.38M  
149: ZIP         XBRL Zipped Folder -- 0000717423-24-000008-xbrl      Zip   1.15M

‘EX-10.32’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

Document

EXHIBIT 10.32

MURPHY OIL CORPORATION

TIME-BASED RESTRICTED STOCK UNIT - STOCK SETTLED

GRANT AGREEMENT


Time-Based Restricted Stock Unit Award Number [[GRANTNUMBER]]			Name of Grantee [[FIRSTNAME]] [[MIDDLENAME]] [[LASTNAME]]			Number of Restricted Stock Units Subject to this Grant [[SHARESGRANTED]]

This Time-Based Restricted Stock Unit Award (the “Award”) is granted on and dated [[GRANTDATE]] (the “Grant Date”), by Murphy Oil Corporation, a Delaware corporation (the “Company”), pursuant to and for the purposes of the 2020 Long-Term Incentive Plan (the “Plan”). Any terms used herein and not otherwise defined shall have the meanings set forth in the Plan.

This Agreement is subject to the following terms and provisions:

1. The Company hereby grants to the individual named above (the “Grantee”) an Award of Time-Based Restricted Stock Units each equal in value to one share of Common Stock of the Company (collectively, the “Units”). This Award constitutes a right to receive Shares in the future and does not represent any current interest in the Shares subject to the Award.

2. This Award is subject to the following vesting and time lapse restrictions:

(a) In accordance with the Plan, this Award will fully vest and Shares will be issued, less any Shares deducted for applicable withholding taxes, without restrictions, on the third anniversary of the Grant Date (the “Vesting Date”); provided that, except as set forth in Sections 2(c), 2(d) and 2(e) below, the Grantee is employed by the Company on the Vesting Date; provided further, that this award shall not vest whenever the delivery of Shares under it would be a violation of any applicable law, rule or regulation.

(b) In the event that the Grantee’s employment terminates any time prior to the Vesting Date, except as set forth in Sections 2(c), 2(d) and 2(e) below, he/she will forfeit all Units pursuant to this Award.

(c) In the event of the Grantee’s termination of employment due to (i) the Grantee’s death, disability, or retirement (as determined in accordance with the Plan) or (ii) except if the Grantee is subject to Section 2(e) below, a Reduction in Force (as defined below) prior to the Vesting Date, the Grantee will receive the pro-rata number of Units earned based upon the number of months worked pursuant to this Award up to the date of the Grantee’s termination of employment. The Grantee (or his/her beneficiary) will be paid his/her Shares, less any Shares deducted for applicable withholding taxes, as soon as reasonably practicable following the date of the Grantee’s termination of employment.

(d) If the Grantee is not (i) the Chief Executive Officer of the Company (the “CEO”), (ii) an employee of the Company who reports directly to the CEO, or (iii) a named executive officer of the Company (the “Named Executive Officer”) at any time during the period beginning on the Grant Date and ending on the date on which a Change in Control occurs, this Award will fully vest and 100 percent of the Time-Based Restricted Stock Units will be deemed to be earned and Shares will be issued, less any Shares deducted for applicable withholding taxes, without restrictions, upon the occurrence of a Change in Control (as such term is defined in the Plan); provided, however, that no issuance of Shares will be made until the Vesting Date unless the Change in Control also qualifies as a change in the ownership or effective control of Murphy Oil Corporation, or in the ownership of a substantial portion of its assets, as determined under Section 409A of the Internal Revenue Code.

(e) If the Grantee is (i) the CEO, (ii) an employee of the Company who reports directly to the CEO, or (iii) a Named Executive Officer at any time during the period beginning on the Grant Date and ending on the date on which a Change in Control occurs, this Award will fully vest and 100 percent of the Time-Based Restricted Stock Units will be deemed to be earned and Shares will be issued in full, without restriction, as of the date of the Grantee’s Qualifying Termination of Employment. “Qualifying Termination of Employment” means the termination of the Grantee’s employment within the two-year period immediately following a Change in Control (x) by the Company or any of its affiliates without Cause or (y) by the Grantee for Good Reason. Upon a Qualifying Termination of Employment, Shares will be issued as soon as reasonably practicable following the date of the Qualifying Termination of Employment, less any Shares deducted for applicable withholding taxes.

EXHIBIT 10.32

(f) For purposes of this Award, “Cause” means the occurrence of any of the following:

(i) Any act or omission by the Grantee which constitutes a material willful breach of the Grantee’s obligations to the Company or any of its affiliates or the Grantee’s continued and willful refusal to substantially perform satisfactorily any duties reasonably required of the Grantee, which results in material injury to the interest or business reputation of the Company or any of its affiliates and which breach, failure or refusal (if susceptible to cure) is not corrected (other than failure to correct by reason of the Grantee’s incapacity due to physical or mental illness) within thirty (30) days after written notification thereof to the Grantee by the Company; provided that no act or failure to act on the Grantee’s part shall be deemed willful unless done or omitted to be done by the Grantee not in good faith and without reasonable belief that the Grantee’s action or omission was in the best interest of the Company or its affiliates;

(ii) The Grantee’s commission of any dishonest or fraudulent act, which has caused or may reasonably be expected to cause a material injury to the interest or business reputation of the Company or any of its affiliates;

(iii) The Grantee’s plea of guilty or nolo contendere to or conviction of a felony under the laws of the United States or any state thereof or any other plea or confession of a similar crime in a jurisdiction in which the Company or any of its affiliates conducts business; or

(iv) The Grantee’s commission of a fraudulent act or participation in misconduct which leads to a material restatement of the Company’s financial statements.

(g) For purposes of this Award, “Good Reason” means the occurrence of any of the following:

(i) Any material diminution in the Grantee’s title, status, position, the scope of duties assigned, responsibilities or authority, including the assignment to the Grantee of any duties, responsibilities or authority in any manner adverse to the Grantee or inconsistent with the duties, responsibilities and authority assigned to the Grantee prior to a Change in Control;

(ii) Any reduction in the Grantee’s base salary, annual target cash bonus opportunity or long-term incentive award opportunity immediately prior to a Change in Control;

(iii) A relocation of more than fifty (50) miles from the location of the Grantee’s principal job location or office prior to a Change in Control; or

(iv) Any other action or inaction that constitutes a material breach by the Company or any of its affiliates of any employment or similar agreement pursuant to which the Grantee provides services to the Company or any of its affiliates; provided, that the Grantee provides the Company with a written notice of termination indicating the Grantee’s intent to terminate his or her employment for Good Reason within ninety (90) days after the Grantee becoming aware of any circumstances set forth above, that the Grantee provides the Company with at least thirty (30) days following receipt of such notice to remedy such circumstances, and, if the Company fails to remedy such circumstances during such thirty (30) day period, that the Grantee terminates his or her employment no later than sixty (60) days after the end of such thirty (30) day period.

(h) For purposes of this Award, a “Reduction in Force” means an involuntary termination of the Grantee’s employment with the Company and its Subsidiaries by the Company or the applicable Subsidiary without cause (as determined by the Committee) due to a reduction in force as specified and implemented by the Company.

3. In consideration of the grant to the Grantee of this Award, the Grantee agrees that, during the period beginning on the date of the termination of the Grantee’s employment for any reason, including retirement or any voluntary resignation (the “Termination Date”) and ending on the first anniversary of the Termination Date, the Grantee will not, without the Company’s express written consent, (i) directly or indirectly solicit, induce or attempt to induce any employees, agents or consultants of the Company or its subsidiaries or affiliates to do anything from which the Grantee is restricted by reason of this Award; (ii) directly or indirectly solicit, induce or aid others to solicit or induce any employees, agents or consultants of the Company or any of its subsidiaries or affiliates to terminate their employment or engagement with the Company or any of its subsidiaries or affiliates and/or to enter into an employment, agency or consultancy relationship with Grantee or any other person or entity with whom Grantee is affiliated; or (iii) own, manage, operate, control, render service to, or participate in the ownership, management, operation or control of any Competitor (as defined below) anywhere in the United States or in any non U.S. jurisdiction in which the Company is engaged or plans to engage in business as of the Termination Date; provided, however, that Grantee will be entitled to own shares of stock of any corporation having a class of equity securities actively traded on a national securities exchange or the Nasdaq Stock Market which represent, in the aggregate, not more than 1% of such corporation’s fully-diluted shares. For purposes of this Award, “Competitor” means any company, other entity or association or individual that

EXHIBIT 10.32

directly or indirectly is engaged in (i) the business of oil or gas exploration or production or (ii) any other business in which the Company or any of its subsidiaries is engaged as of the Termination Date.

4. In the event of any relevant change in the capitalization of the Company subsequent to the Grant Date and prior to the Award becoming vested, the number of Units subject to the Award will be equitably adjusted pursuant to the Plan to reflect that change.

5. This Award is not assignable except as provided under the Plan in the case of death, and is not subject in whole or in part to attachment, execution or levy of any kind.

6. The Grantee shall have no voting rights with respect to Shares underlying the Units unless and until such Shares are reflected as issued and outstanding shares on the Company’s stock ledger.

7. The Grantee shall not be eligible to receive any dividends or other distributions paid with respect to the Award during the Restricted Period. An amount equivalent to these dividends and/or other distributions shall be paid to the Grantee upon the issuance of Shares and payment of the Award. Any such payment (unadjusted for interest) shall be made in whole Shares, valued as of the date that this Award becomes vested, subject to any Shares deducted for applicable withholding taxes.

8. The Grantee hereby acknowledges and agrees that the Grantee and the Award are subject to the terms and conditions of Section 21 (Clawback) of the Plan. Without limiting the foregoing sentence, by accepting this Award and the benefits provided hereunder, the Grantee hereby acknowledges and agrees that the Grantee, this Award, any other award granted to the Grantee under the Plan and any other incentive-based compensation (including any equity-based awards or cash-based awards) provided to the Grantee shall be subject to the Murphy Oil Corporation Compensation Recoupment Policy (as may be amended from time to time, the “Recoupment Policy”) or any other clawback or recoupment arrangements or policies the Company has in place from time to time, in each case, subject to the terms and conditions thereof. Accordingly, the Grantee agrees and acknowledges that this Award, any other award granted to the Grantee under the Plan and any other incentive-based compensation provided to the Grantee (as well as any other payments or benefits derived from such amounts, including any Shares issued or cash received upon vesting, exercise or settlement of any such awards or sale of Shares underlying such awards), which may include awards and other incentive-based compensation provided to the Grantee prior to the date of this Agreement, may be subject to forfeiture and/or recoupment in accordance with the terms of the Recoupment Policy or such other applicable clawback or recoupment arrangements or policies.

9. The Plan and this Agreement are administered by the Executive Compensation Committee of the Board of Directors of Murphy Oil Corporation. In the event of any conflict between the terms and provisions of the Plan and this Agreement, the terms and provisions of the Plan shall control. The Executive Compensation Committee has the full authority to interpret and administer the Plan consistent with the terms and provisions of the plan document.

Attest: Murphy Oil Corporation

_______________________________________ By _____________________________________

27 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/23  Murphy Oil Corp.                  10-K       12/31/22  152:28M
 8/04/22  Murphy Oil Corp.                  8-K:2,9     8/04/22   11:1.1M
 2/25/22  Murphy Oil Corp.                  10-K       12/31/21  154:25M
 8/05/21  Murphy Oil Corp.                  10-Q        6/30/21   83:9.5M
 3/26/21  Murphy Oil Corp.                  DEF 14A     5/12/21    1:11M                                    Donnelley … Solutions/FA
 3/05/21  Murphy Oil Corp.                  8-K:2,8,9   3/02/21   13:668K                                   Davis Polk & … LLP 01/FA
 2/26/21  Murphy Oil Corp.                  10-K       12/31/20  160:25M
 8/06/20  Murphy Oil Corp.                  10-Q        6/30/20   84:10M
 3/30/20  Murphy Oil Corp.                  DEF 14A     5/13/20    1:9.7M                                   Donnelley … Solutions/FA
 2/27/20  Murphy Oil Corp.                  10-K       12/31/19  158:27M
11/27/19  Murphy Oil Corp.                  8-K:8,9    11/13/19   13:589K                                   Donnelley … Solutions/FA
 6/05/19  Murphy Oil Corp.                  8-K:1,2,9   5/30/19    3:585K                                   Davis Polk & … LLP 01/FA
 5/02/19  Murphy Oil Corp.                  10-Q        3/31/19   93:8.9M
 2/27/19  Murphy Oil Corp.                  10-K       12/31/18   15:10M
 4/25/18  Murphy Oil Corp.                  8-K:8,9     4/25/18    2:25K                                    Davis Polk & … LLP 01/FA
 3/23/18  Murphy Oil Corp.                  DEF 14A     5/09/18    1:3.8M                                   Donnelley … Solutions/FA
 8/18/17  Murphy Oil Corp.                  8-K:8,9     8/03/17    4:331K                                   Donnelley … Solutions/FA
 8/17/16  Murphy Oil Corp.                  8-K:8,9     8/12/16    4:297K                                   Donnelley … Solutions/FA
 2/26/16  Murphy Oil Corp.                  10-K       12/31/15  142:28M
 5/07/14  Murphy Oil Corp.                  10-Q        3/31/14   80:5M                                     Donnelley … Solutions/FA
 2/28/14  Murphy Oil Corp.                  10-K       12/31/13  153:23M                                    Donnelley … Solutions/FA
 9/05/13  Murphy Oil Corp.                  8-K:1,2,8,9 8/30/13    8:1.7M                                   Davis Polk & … LLP 01/FA
11/30/12  Murphy Oil Corp.                  8-K:8,9    11/27/12    4:424K                                   Donnelley … Solutions/FA
 5/18/12  Murphy Oil Corp.                  8-K:8,9     5/15/12    5:608K                                   Donnelley … Solutions/FA
 3/29/12  Murphy Oil Corp.                  DEF 14A     5/09/12    1:933K                                   Donnelley … Solutions/FA
 2/28/11  Murphy Oil Corp.                  10-K       12/31/10  150:30M                                    Donnelley … Solutions/FA
 3/16/05  Murphy Oil Corp.                  10-K       12/31/04   19:9M                                     Donnelley … Solutions/FA

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Filing Submission 0000717423-24-000008 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Murphy Oil Corp. – ‘10-K’ for 12/31/23 – ‘EX-10.32’

On: Friday, 2/23/24, at 6:14am ET · For: 12/31/23 · Accession #: 717423-24-8 · File #: 1-08590

Annual Report — Form 10-K — SEA’34Filing Table of Contents

‘EX-10.32’ — Material Contract

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Annual Report — Form 10-K — SEA’34

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