Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

(e) On May 24, 2022, the Management Compensation Committee (the "Committee") of the Board of Directors of Chevron Corporation (the "Company") approved a letter agreement to be entered into between the Company and Joseph C. Geagea, Executive Vice President and Senior Advisor to the Chairman and Chief Executive Officer, providing for certain non-compete, non-solicitation and confidentiality covenants to be made by Mr. Geagea for the benefit of the Company through January 31, 2024 (the "Restrictive Covenant Agreement"). As consideration for the Restrictive Covenant Agreement, the Committee amended Mr. Geagea's outstanding Restricted Stock Unit Award granted January 27, 2021, in the amount of 18,150 restricted stock units (the "2021 RSU Award"), which 2021 RSU Award was scheduled to vest on January 31, 2024 subject to Mr. Geagea's continued employment through such date (the "Continued Service Provision"), to waive the Continued Service Provision and allow for the vesting of the award on January 31, 2024, subject to Mr. Geagea's continued compliance with the obligations set forth in the Restrictive Covenant Agreement.

The Restrictive Covenant Agreement is filed as Exhibit 10.1 hereto and is hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
Exhibit Number                    Description
                      10.1          Letter Agreement, dated May 2    5    , 2022, by and between
                                  Chevron Corporation and Joseph C. Geagea  .
                       104        Cover Page Interactive Data File (embedded within the Inline XBRL
                                  document).

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