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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 18, 2007
NEXEN INC.
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(Exact Name of Registrant as Specified in Its Charter)
CANADA
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(State or Other Jurisdiction of Incorporation)
1-6702 98-6000202
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(Commission File Number) (IRS Employer Identification No.)
801 - 7TH AVENUE S.W.
CALGARY, ALBERTA, CANADA T2P 3P7
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(Address of Principal Executive Offices) (Zip Code)
(403) 699-4000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS WITH
CERTAIN OFFICERS
On July 11, 2007, the Company entered into a Change of Control
Agreement (the "Change of Control Agreement") with Brendon Muller, the
Controller and principal accounting officer of the Company. Under the Change of
Control Agreement, in the event of a change of control resulting in termination
of Mr. Muller's employment (a) by the Company for reasons other than just cause
(as defined in the Change of Control Agreement), death, or disability or (b) by
Mr. Muller for good reason (as defined in the Change of Control Agreement), in
each case within twelve months of the change of control, Mr. Muller would be
entitled to receive, among other things, salary and benefits for a period of 24
months following termination.
If Mr. Muller's employment is terminated by the Company for just cause
(as defined in the Change of Control Agreement) or by Mr. Muller other than for
good reason (as defined in the Change of Control Agreement) following a change
of control, the Change of Control Agreement would terminate without further
obligation of the Company, except that the Company would pay to Mr. Muller all
accrued but unpaid salary or benefits, if any. In the event of Mr. Muller's
death or disability, the Change of Control Agreement would terminate without
further obligation of the Company, except that the Company would pay to Mr.
Muller or his estate all accrued but unpaid salary or benefits, if any, in
addition to any death or disability benefits in a manner consistent with those
provided by the Company to senior executives under any plans, programs, or
policies in effect at the time of death or disability.
A "change of control" for purposes of the Change of Control Agreement
includes (a) any acquisition of common shares or other securities of the
Company carrying the right to cast more than 35% of the votes attaching to all
common shares, (b) the liquidation of or sale of substantially all of the
assets of the Company, (c) any situation resulting in a change of the majority
of the Company's board of directors, and (d) a determination by the Company's
board of directors that a change of control has occurred or is imminent.
The Change of Control Agreement expires 12 months following a change
of control. The Change of Control Agreement contains confidentiality provisions
that require Mr. Muller not to disclose or use to his personal advantage
certain Company information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: July 18, 2007
NEXEN INC.
By: /s/ Rick Beingessner
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Name: Rick Beingessner
Title: Assistant Secretary