EXHIBIT 10.8
CONSULTING AGREEMENT
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WHEREAS, Claude S. Brinegar (hereinafter referred to as "Consultant") has agreed
to provide consulting services to Union Oil Company of California, dba Unocal
and Unocal Corporation (hereinafter jointly referred to as "Unocal") and
WHEREAS, Consultant and Unocal wish to establish the terms and conditions
under which such services are to be rendered.
THEREFORE, Consultant and Unocal agree as follows:
1. Period of Agreement
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This Agreement shall be effective for a term beginning May 1, 1993 and ending on
April 30, 1994. This Agreement shall automatically terminate on April 30, 1994
without the need for any prior notification. Consultant's confidentiality
obligations and Unocal's rights in the work performed shall survive termination
of this Agreement regardless of the time or reason for termination. This
Agreement may only be extended for an additional term by written agreement of
the parties and the prior approval of the Board of Directors.
2. Services
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Any consulting services shall be scheduled as mutually determined by Consultant
and by Unocal Corporation's Chief Executive Officer (hereinafter "CEO"). No
services shall be provided without the prior request of said CEO. Services in
excess of 30 consulting days during the term of this Agreement shall require the
prior written authorization of Unocal's CEO. Attendance at meetings other than
at a Unocal location shall require prior written approval of Unocal's CEO if
such attendance is to be treated as compensable under this Agreement.
During the period of this Agreement, Consultant may provide services for other
clients and/or employers, subject to the confidentiality requirements of this
Agreement and any other confidentiality agreement previously signed by
Consultant. Consultant will not provide services for another client which could
result in a conflict of interest. Therefore, Consultant agrees to inform Unocal
in advance of providing services to other clients and/or employers.
3. Fees and Expenses
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Consultant's retainer shall be Thirty-Seven Thousand Five Hundred Dollars
($37,500) per year payable in monthly installments of Three Thousand One Hundred
and Twenty-Five Dollars. If Consultant renders services for more than 15
calendar days during the term of this Agreement, such additional days shall be
compensated at the rate of Two Thousand Five Hundred Dollars ($2500) per day.
Consultant shall be entitled to reimbursement for reasonable travel and business
expenses associated with the performance of services under this Agreement.
Travel time to and from a consulting site shall not count as consulting time.
Unocal shall provide Consultant with secretarial, clerical and analytic
assistance at a Unocal office at Unocal's expense as reasonably necessary
for Consultant to provide services hereunder.
Consultant shall submit an invoice for each month to the Office of Unocal's
CEO stating the services rendered, the consulting time and the amount of any
reimbursable expenses, including appropriate documentation thereof. Payment for
services will normally be made within 15 calendar days of the submission of such
invoice.
4. Independent Contractor
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Any services shall be performed by Consultant as an independent contractor.
Consultant is not authorized to enter into any agreement on behalf of Unocal
with any third party. Consultant shall not provide any service as an employee
or agent of Unocal. Therefore, payments shall not constitute wages subject to
Federal or State
withholding taxes. No services hereunder shall entitle Consultant to any Unocal
employee benefit or privilege or in any way affect benefits paid to Consultant
either currently or to be paid in the future in connection with any employee
benefit plan of Unocal or any affiliated company. This Agreement shall not
reduce or offset any fees or benefits the Consultant is otherwise entitled to as
a Director of Unocal.
5. Confidentiality
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Any proprietary information relating to Unocal and/or its employees and their
current or previous work shall continue to be and remain the sole and exclusive
property of Unocal. Consultant shall not use such information, release such
information, or allow the release of such information unless Unocal's CEO
expressly so authorizes by written notice directed to Consultant. All
confidentiality obligations shall survive this Agreement, including any
extensions thereof.
This provision is not intended to limit Consultant providing services for others
so long as confidential and/or proprietary information is not used or disclosed
by Consultant in such activities.
6. Services Performed
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Consultant's service shall be those determined by Unocal's CEO.
7. Death or Incompetency of Consultant
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Notwithstanding any other provision of this Agreement, if Consultant dies or is
adjudged incompetent this Agreement shall terminate and no further payments
shall be due for any period following the month in which such death or
incapacity occurs. Any payment due will be made to Consultant's designated
beneficiary after submission of proof of such event to Unocal on such forms
as Unocal may require. If no beneficiary designation has been made, payment
shall be to Consultant's spouse. If there is a dispute regarding the proper
party to receive any payments under this Agreement, Unocal may make payment
to a court having jurisdiction for the disposition of such amounts and, upon
such payment, the obligations of Unocal under this Agreement shall be fully
discharged.
8. No Assignment of Payments
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Except for Consultant's designation of a beneficiary, Consultant's right to
payments under this Agreement shall not be assigned.
Consultant's right to receive payments under this Agreement is not secured by
any specific property or assets of Unocal or any of its subsidiaries.
9. Applicable Law
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This Agreement has been delivered in California and shall be construed in
accordance with and governed by the laws of California. Whenever possible each
provision of this Agreement shall be interpreted so as to be valid under
applicable law. However, if any provision of this Agreement shall be held
invalid under applicable law by a Court having jurisdiction, such provision
shall be ineffective only to the extent of such invalidity, without invalidating
the remainder of such provision or the other provisions of this Agreement.
10. No Assignment or Subcontracting of Services
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This Agreement is for Consultant's unique personal services. As such,
Consultant may not assign or subcontract Consultant's performance hereunder
without the prior express written agreement of Unocal's CEO, directed to
Consultant. Any attempt to make such an assignment shall be void.
11. Waiver
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Neither Unocal nor Consultant 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 notice signed by an authorized representative
of the party to be bound and directed to the other party. Unless specifically
stated in such notice, no waiver shall apply to any other right, howsoever
available, or to the same right on a future occasion.
12. Modification
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This Agreement may not be altered or amended except by an agreement in writing
signed by Consultant and by Unocal's CEO.
13. Entire Agreement
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This Agreement is the entire Agreement between Consultant and Unocal and
cancels and supersedes any previous agreement relating to the subject matter of
this Agreement except any secrecy or confidentiality agreement.
14. Section Titles
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Section titles are for reference only and are without any substantive content
whatsoever.
15. Rights in Work Produced
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Unocal shall have the right to all work produced by or for Consultant
pursuant to this Agreement, including without limitation, computer programs,
written reports, and scientific processes. This provision shall survive the
termination of this Agreement, including any extensions thereof.
UNION OIL COMPANY OF CALIFORNIA dba: UNOCAL
By: /s/ RICHARD J. STEGEMEIER
Print Name: Richard J. Stegemeier
Title: Chairman & Chief Executive Officer
Date: 4/26/93
CONSULTANT
Signature: /s/ CLAUDE S. BRINEGAR
Print Name: Claude S. Brinegar
Date: April 26, 1993