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EXHIBIT 10.8
April 30, 1993
Mr. George E. Howison
5223 153rd Court SE
Bellevue WA 98006
Dear Mr. Howison:
This letter will confirm the agreement for your employment with
Meridian Oil Inc. ("Company").
1. Position and Term. The Company agrees to employ you and you
agree to act as its President and Chief Executive Officer during the period
commencing on May 1, 1993 and ending on April 30, 1998.
2. Base Salary. Your minimum salary will be $450,000 per annum
or such higher rate as may be fixed from time to time by the Compensation and
Nominating Committee of the Board of Directors ("Compensation Committee") of
Burlington Resources Inc. ("BR").
3. Incentive Compensation, Long-Term Incentives and Other
Benefits. You will participate with other senior executives of the Company in
compensation and benefit plans in effect from time to time including the
Incentive Compensation Plan, the Stock Option Incentive Plan, the Performance
Share Unit Plan, the Deferred Compensation Plan, the Supplemental Benefits
Plan, the Senior Executive Survivor Benefit Plan, the Key Executive Severance
Protection Plan and any other plan or perquisites available to other executives
at your level of responsibility in the Company, including a company automobile
and company-provided country and luncheon club memberships. You will also
participate in health, retirement, survivor and disability plans available to
all employees of the Company. You understand that these plans may be amended,
modified or terminated at any time. All plans referenced in this agreement are
BR plans.
Your maximum bonus opportunity under the Incentive Compensation Plan
will be 100% of base salary. Annual bonuses are determined by the Compensation
Committee based on Company and individual performance.
At the next meeting of the Compensation Committee, currently scheduled
in July, management will recommend an additional grant under the Performance
Share Unit Plan of 55,600 units for the performance period ending in 1996.
Under the current long-term incentive program, you are eligible for an
annual grant of 22,500 stock options. At the December meeting of the
Compensation Committee, management will recommend such grant.
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Mr. G.E. Howison
April 30, 1993
Page 2
4. Supplemental Pension Benefit. You are a participant under the
qualified Pension Plan and non-qualified Supplemental Benefits Plan. If you
are still employed by the Company at age 55, you will receive upon your
retirement a supplemental pension benefit equal to the difference between the
benefit calculated using your actual service and the benefit calculated
assuming you started employment at age 30. This supplemental pension benefit
will be calculated using the provisions of the qualified Pension Plan and the
non-qualified Supplemental Benefits Plan in effect at the time of your
retirement. This benefit is a non-qualified, unfunded deferred compensation
arrangement.
If your employment is terminated by the Company for any reason before
age 55, other than as a result of your death, permanent disability or for
Cause, or is terminated by you for Good Reason, you will receive a supplemental
pension benefit calculated using the formula in the Key Executive Retention
Plan. This benefit will be calculated assuming you started employment at age
30. The terms Cause and Good Reason are defined in the Key Executive Severance
Protection Plan.
5. Severance Benefit. If your employment is terminated by the
Company for any reason before April 30, 1998, other than as a result of your
death, permanent disability or for Cause, or is initiated by you for Good
Reason, the Company will pay you within 10 days after the date of termination
an amount equal to the product of the number of whole and partial months
remaining from the date of your termination until April 30, 1998, times your
then current monthly base salary.
6. Coordination With Other Plans. If your termination entitles
you to benefits under the (i) Key Executive Severance Protection Plan, or (ii)
the Severance and Key Executive Retention Plans, you may elect to receive the
greater of the benefits payable under this agreement or the benefits payable
under items (i) or (ii) above. Regardless of the benefit elections from above,
you will be eligible to receive the benefits related to the gross-up payment
for excise taxes under the Key Executive Severance Protection Plan.
7. Non-Competition. If you initiate the termination of your
employment with the Company other than for Good Reason during the term of this
agreement, you agree that you will not for a period of two years after your
termination be employed by, consult with, provide advice or information to,
otherwise perform services for, own, manage, operate, join, control or
participate in the ownership of more than 5% of the voting power of equity
securities of, management, operation or control of any Competitor (as defined
in this agreement) unless released by the Company from such obligation in
writing with respect to a specific situation. A Competitor is defined as any
entity that is engaged in any aspect of the oil and gas exploration, production
or marketing business in the mainland United States and whose assets associated
with such oil and gas business exceed $50 million.
8. Non-Disclosure. You agree that all reports, maps, data,
interpretations, plans and other information furnished to you or obtained or
developed by you while employed by the Company are and shall remain
confidential, and that you will not divulge, communicate or otherwise disclose
such reports, maps, data, interpretations, plans and other information
furnished to you or obtained or developed by you while employed by the Company
to any person, firm, corporation or entity other than to an authorized
representative of the Company. You agree that if your employment with the
Company is terminated, you will not discuss the Company's business, operations,
plans, strategies, personnel or business relationships or agreements with the
press or with any of the
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Mr. G.E. Howison
April 30, 1993
Page 3
Company's current or prospective customers or suppliers or with any other
person with which the Company has business relationships.
9. Non-Interference. For a period ending on the later of April
30, 1998 or two years after you terminate employment with the Company, you
agree not to in any way, either directly or indirectly, solicit any officer or
employee of the Company to leave and work for any other employer. During this
same period, you agree not to suggest to others that they approach or solicit
any officers or employees of the Company with respect to potential employment
elsewhere.
10. Severability and Enforcement. It is the desire of the parties
hereto that this agreement be enforced to the maximum extent permitted by law,
and should any provision contained herein be held unenforceable, the parties
hereby agree and consent that such provision will be reformed to make it a
valid and enforceable provision to the maximum extent permitted by law. Any
provision hereof not capable of such reformation and determined to be
prohibited by or unenforceable under applicable law of any jurisdiction will as
to such jurisdiction be deemed ineffective and deleted from this agreement
without affecting any other provision of this agreement.
In the event of a breach by you of any of the provisions of Sections
7, 8 or 9, you understand and agree that the Company may, in addition to any
other rights or remedies existing in its favor, apply to any court of law or
equity of competent jurisdiction for specific performance and injunctive or
other relief in order to enforce or prevent any violations of such provisions.
In the event that either party to this agreement is reasonably
required to bring suit to enforce the terms of this agreement, the party
determined to be in breach or default shall pay the reasonable attorney's fees
and costs of the prevailing party.
You understand and agree that this Agreement is being executed by BR
on behalf of itself, the Company and each of their affiliates, and that all
rights of BR under this Agreement and all of your obligations and duties under
this Agreement will inure to the benefit of and may be enforced by the Company,
BR or any of their affiliates.
If the above correctly set forth our agreement, please sign the original and
return it to me. Please retain a copy for your records.
Very truly yours,
BURLINGTON RESOURCES INC.
By: Thomas H. O'Leary
-------------------------
Its: Chairman, President & CEO
Agreed to and accepted this 10th day of May, 1993
George E. Howison
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April 30, 1993
Mr. Bobby S. Shackouls
2101 Sunshine Point Drive
Kingwood TX 77345
Dear Mr. Shackouls:
This letter will confirm the agreement for your employment with
Meridian Oil Inc. ("Company").
1. Position and Term. The Company agrees to employ you and you
agree to act as its Executive Vice President and Chief Operating Officer during
the period commencing on June 1, 1993 and ending on April 30, 1998.
2. Base Salary. Your minimum salary will be $350,000 per annum
or such higher rate as may be fixed from time to time by the Compensation and
Nominating Committee of the Board of Directors ("Compensation Committee") of
Burlington Resources Inc. ("BR").
3. Incentive Compensation, Long-Term Incentives and Other
Benefits. You will participate with other senior executives of the Company in
compensation and benefit plans in effect from time to time including the
Incentive Compensation Plan, the Stock Option Incentive Plan, the Performance
Share Unit Plan, the Deferred Compensation Plan, the Supplemental Benefits
Plan, the Senior Executive Survivor Benefit Plan, the Key Executive Severance
Protection Plan and any other plan or perquisites available to other executives
at your level of responsibility in the Company, including a company automobile
and company-provided country and luncheon club memberships. You will also
participate in health, retirement, survivor and disability plans available to
all employees of the Company. You understand that the Company may amend,
modify or terminate these plans at any time. All plans referenced in this
agreement are BR plans.
Your maximum bonus opportunity under the Incentive Compensation Plan
will be 100% of base salary. Annual bonuses are determined by the Compensation
Committee based on Company and individual performance.
At the next meeting of the Compensation Committee, currently scheduled
in July, management will recommend a grant under the Performance Share Unit
Plan of 48,000 units for the performance period ending in 1996.
Under the current long-term incentive program, you are eligible for an
annual grant of 12,000 stock options. At the December meeting of the
Compensation Committee, management will recommend such grant.
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Mr. B. S. Shackouls
April 30, 1993
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In consideration of the accrued unvested compensation and benefits
that you are forfeiting in terminating employment with your current employer,
the Company will establish a deferred compensation memorandum account under the
Supplemental Benefits Plan. This account will be credited with $350,000 as of
June 1, 1993 and will be further credited with interest as specified by the
Supplemental Benefits Plan (currently the Moody's average corporate bond rate).
This arrangement is an unfunded deferred compensation arrangement which will be
paid to you in a lump-sum upon your termination of employment with the Company.
4. Supplemental Pension Benefit. You are a participant under the
qualified Pension Plan and non-qualified Supplemental Benefits Plan. If you
are still employed by the Company at age 55, you will receive upon your
retirement a supplemental pension benefit equal to the difference between the
benefit calculated using your actual service and the benefit calculated
assuming you started employment at age 30. This supplemental pension benefit
will be calculated using the provisions of the qualified Pension Plan and the
non-qualified Supplemental Benefits Plan in effect at the time of your
retirement. This benefit is a non-qualified, unfunded deferred compensation
arrangement.
5. Severance Benefit. If your employment is terminated by the
Company for any reason before April 30, 1998, other than as a result of your
death, permanent disability or for Cause, or is initiated by you for Good
Reason, the Company will pay you within 10 days after the date of termination
an amount equal to the product of the number of whole and partial months
remaining from the date of your termination until April 30, 1998, times your
then current monthly base salary. The terms Cause and Good Reason are defined
in the Key Executive Severance Protection Plan.
6. Coordination With Other Plans. If your termination entitles
you to benefits under the Key Executive Severance Protection Plan, you may
elect to receive the benefits payable under this agreement in lieu of those
benefits. If you elect to receive the benefits under this agreement, you will
nevertheless be eligible to receive the additional benefits related to the
gross-up payment for excise taxes under Article 6 of that plan.
7. Non-Competition. If you initiate the termination of your
employment with the Company other than for Good Reason during the term of this
agreement, you agree that you will not for a period of two years after your
termination be employed by, consult with, provide advice or information to,
otherwise perform services for, own, manage, operate, join, control or
participate in the ownership of more than 5% of the voting power of equity
securities of, management, operation or control of any Competitor (as defined
in this agreement) unless released by the Company from such obligation in
writing with respect to a specific situation. A Competitor is defined as any
entity that is engaged in any aspect of the oil and gas exploration, production
or marketing business in the mainland United States and whose assets associated
with such oil and gas business exceed $50 million.
8. Non-Disclosure. You agree that all reports, maps, data,
interpretations, plans and other information furnished to you or obtained or
developed by you while employed by the Company are and shall remain
confidential, and that you will not divulge, communicate or otherwise disclose
such reports, maps, data, interpretations, plans and other information
furnished to you or obtained or developed by you while employed by the Company
to any person, firm, corporation or entity other than to an authorized
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Mr. B. S. Shackouls
April 30, 1993
Page 3
representative of the Company. You agree that if your employment with the
Company is terminated, you will not discuss the Company's business, operations,
plans, strategies, personnel or business relationships or agreements with the
press or with any of the Company's current or prospective customers or
suppliers or with any other person with which the Company has business
relationships.
9. Non-Interference. For a period ending on the later of April
30, 1998 or two years after you terminate employment with the Company, you
agree not to in any way, either directly or indirectly, solicit any officer or
employee of the Company to leave and work for any other employer. During this
same period, you agree not to suggest to others that they approach or solicit
any officers or employees of the Company with respect to potential employment
elsewhere.
10. Severability and Enforcement. It is the desire of the parties
hereto that this agreement be enforced to the maximum extent permitted by law,
and should any provision contained herein be held unenforceable, the parties
hereby agree and consent that such provision will be reformed to make it a
valid and enforceable provision to the maximum extent permitted by law. Any
provision hereof not capable of such reformation and determined to be
prohibited by or unenforceable under applicable law of any jurisdiction will as
to such jurisdiction be deemed ineffective and deleted from this agreement
without affecting any other provision of this agreement.
In the event of a breach by you of any of the provisions of Sections
7, 8 or 9, you understand and agree that the Company may, in addition to any
other rights or remedies existing in its favor, apply to any court of law or
equity of competent jurisdiction for specific performance and injunctive or
other relief in order to enforce or prevent any violations of such provisions.
You understand and agree that this Agreement is being executed by BR
on behalf of itself, the Company and each of their affiliates, and that all
rights of BR under this Agreement and all of your obligations and duties under
this Agreement will inure to the benefit of and may be enforced by the Company,
BR or any of their affiliates.
If the above correctly set forth our agreement, please sign the original and
return it to me. Please retain a copy for your records.
Very truly yours,
BURLINGTON RESOURCES INC.
By: Thomas H. O'Leary
-------------------------
Its: Chairman, President & CEO
Agreed to and accepted this 3rd day of May, 1993
Bobby S. Shackouls
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AMENDMENT OF EMPLOYMENT AGREEMENT
Recommend Adoption of the Following Resolutions:
RESOLVED, that the Board of Directors of the Company deems it
advisable and in the best interests of the Company and its stockholders to amend
the Employment Agreement between Thomas H. O'Leary and the Company, dated
October 20, 1988, as amended, to provide that the supplemental pension benefits
described in Section 4 of the Agreement will vest as of the date hereof.
RESOLVED, that the proper officers of the Company be, and they hereby
are, authorized on behalf of the Company to execute an amendment to said
Employment Agreement and to take any other actions such officers deem necessary
or appropriate to carry out the intent of the foregoing resolutions.
Meeting of the Compensation and Nominating
Committee of the Board Directors
Burlington Resources Inc.
December 8, 1993