EXHIBIT 10
EMPLOYMENT AGREEMENT
Union Oil Company of California ("Unocal") and Lawrence M. Higby
("Employee") hereby agree that Employee shall provide personal services to
Unocal effective July 1, 1994 in accordance with the following terms and
conditions:
1. Employee shall have the title of President, 76 Products
Company and shall function as a group Vice-President responsible
for refining and marketing activities. Employee shall be
assigned such duties and responsibilities as established from
time to time by R. C. Beach, Chief Executive Officer and Chief
Operating Officer of Unocal, or his successor or delegate.
2. Employee shall be compensated for such services at a base
salary of $25,833.38 per calendar month. Employee shall be
eligible for consideration for subsequent salary increases in
accordance with Company practices and standards.
3. The term of this Agreement shall be for a period of three
years beginning July 1, 1994 and ending June 30, 1997 unless
Employee shall die, become unable or unwilling to perform his
duties under this Agreement, resign, or engage in misconduct.
This Agreement shall terminate automatically on June 30, 1997.
However, the obligation of paragraphs 6 and 9 shall survive the
termination of this Agreement.
4. Employee shall be eligible for grants under the Company's
Long-Term Incentive Plan of 1991 in accordance with the terms of
said plan and the practices of the Company. In addition to
grants made at the normal period, the Chief Executive Officer
will recommend to the Compensation Committee of the Board that a
pro-rata grant of stock options and Performance Share Awards be
made to Employee during 1994.
5. Employee shall be an employee of Unocal. As such, Employee
shall be eligible for and subject to Unocal's benefit plans and
employment policies that are generally applicable to Unocal
employees in accordance with the terms of said plans and
policies. Employee shall be subject to all of Unocal's policies
and standards of conduct except as otherwise specifically
provided herein.
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6. Employee recognizes that any business, economic or technical
information pertaining to his assignment and/or the technology of
Unocal Corporation, Union Oil Company of California or of any of
its subsidiaries or affiliates (jointly referred to as "Union")
which is received or developed by Employee in connection with
Employee's work hereunder, or which is otherwise disclosed to
Employee by Union either orally or in writing, is the sole
property of Union. Employee agrees to keep such information
confidential and not to use such information except in the course
of rendering services pursuant to this Agreement. Employee shall
not divulge such information to non-Union personnel, unless
authorized to do so by a writing directed to him by Unocal's
Chief Executive Officer either while performing services
hereunder or thereafter. The foregoing obligation shall not
apply to information which Employee can show either (i) is
already known to Employee from non-Union sources, or (ii) is or
becomes part of the public domain, other than by the wrongful act
of Employee.
7. This Agreement is for Employee's unique personal services
and may not be assigned or delegated by him unless authorized in
writing by the individual designated in Section 1.
8. Employee will be eligible for immediate participation in the
Unocal Incentive Compensation Plan. The "target award" under
said plan shall be 20% of his annual base salary rate for
calendar year 1994. Thereafter, Employee's target award will be
determined in accordance with the terms of said plan and the
practices generally applicable to participants. The actual
payment of any award shall be subject to the general rules of the
plan, including without limitation, achievement of individual
goals, the Company's relative return to shareholders and
satisfaction of the financial criteria of the plan.
9. In the event that the Employee resigns, is terminated for
misconduct, dies or is unable or unwilling to continue to render
the services for which he was retained, no further payments under
this Agreement shall be due. If the Employee is terminated for
any other reason during the term of this Agreement, Employee
shall be entitled to his base salary for the greater of one year
or the remaining term of this Agreement. Employee shall also be
entitled to a supplemental payment so that to the extent he has
elected continued Unocal Medical Plan coverage under COBRA, his
contribution rate will be the same as an active Unocal employee
with the same coverage as Employee. The Employee shall also be
entitled to payment
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of accrued Incentive Compensation Plan and Performance Share
Awards to the extent such payment is consistent with the terms of
said plans.
10. If the Employee remains employed by Unocal or a subsidiary
after June 30, 1997, this Agreement shall not govern the terms of
said employment.
11. Unocal shall retain the right to change Employee's title and
assignment from time to time during the term of this Agreement.
12. This Agreement constitutes the entire Agreement between the
parties relating to the subject of this Agreement. There are no
verbal or written agreements, inducements, statements,
representations, promises or understandings between the parties
except as expressly stated in this Agreement.
13. Neither Unocal nor Employee shall be deemed to have waived
any right available to either party under this Agreement or
applicable law unless such waiver is set forth in a written
document signed by Employee or by Unocal's Chief Executive
Officer and directed to the other party.
14. This Agreement may not be modified except by a written
document signed by Employee and the Chief Executive Officer of
Unocal.
15. The Agreement shall be interpreted in accordance with the
plain meaning of its terms and not strictly for or against any of
the parties hereto.
16. The validity and interpretation of this Agreement and the
legal relationship of the parties to it shall be governed by the
laws of the State of California.
Executed
Agreed to: Agreed to:
/s/LAWRENCE M. HIGBY UNION OIL COMPANY OF CALIFORNIA
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By: /s/R. C. BEACH
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6/10/94 6/10/94
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Date Date