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Exhibit 10.1
EMPLOYMENT AGREEMENT
AGREEMENT by and between Anadarko Petroleum Corporation, a
Delaware corporation (the "Company") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III ("Executive") dated
as of the 19th day of May, 2000.
The Company has determined that it is in the best interests of
the Company and its shareholders to assure that Union Pacific Resources Group
Inc., a Utah corporation ("UPR") will have the continued dedication of Executive
pending the merger of the Company, Dakota Merger Corp. and UPR (the "Merger")
pursuant to the Agreement and Plan of Merger dated as of April 2, 2000 (the
"Merger Agreement") and to provide the surviving corporation after the Merger
with continuity of management. Therefore, in order to accomplish these
objectives, the Company and Executive desire to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Effective Date. The "Effective Date" shall mean the effective date of the
Merger.
2. Employment Period. The Company hereby agrees to employ Executive, and
Executive hereby agrees to enter into the employ of the Company subject to the
terms and conditions of this Agreement, for the period commencing on the
Effective Date and ending on the third anniversary thereof (such period, the
"Employment Period").
3. Terms of Employment. (a) Position and Duties. (i) During the Employment
Period, Executive shall serve as the sole Vice Chairman of the Company,
reporting directly to the Chief Executive Officer of the Company, with such
authority, duties and responsibilities as are commensurate with such position
and as may be consistent with such position, which shall include, but not be
limited to, primary responsibility for: (A) operations in Canada and Latin
America; (B) business/corporate development (including mergers, acquisitions and
dispositions); and (C) merger transition and integration of UPR with and into
the Company. During the Employment Period, Executive shall also serve as a
member of the Board of Directors of the Company (the "Board"). Executive's
services hereunder shall be performed in Houston, Texas.
(ii) During the Employment Period, and excluding any periods
of vacation and sick leave to which Executive is entitled, Executive agrees to
devote substantially all of Executive's attention and time during normal
business hours to the business and affairs of the Company and, to the extent
necessary to discharge the responsibilities assigned to Executive hereunder, to
use Executive's reasonable best efforts to perform faithfully and efficiently
such responsibilities. During the Employment Period it shall not be a violation
of this Agreement for Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
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after be deemed to interfere with the performance of Executive's
responsibilities to the Company.
(b) Compensation. (i) Base Salary and Guaranteed Annual
Compensation. During the Employment Period, Executive shall receive an annual
base salary ("Annual Base Salary") of $800,000. The Base Salary shall be paid to
Executive in accordance with the Company's usual payroll practices.
(ii) Annual Bonus. During the Employment Period, Executive
shall be eligible to receive an annual cash bonus ("Annual Bonus") on the same
basis as the most senior executives of the Company other than the Chief
Executive Officer ("Peer Executives").
(iii) Guaranteed Annual Compensation. During the Employment
Period, the sum of the Annual Base Salary and the Annual Bonus that Executive
shall receive per year will be at least $1,500,000 (the "Guaranteed Annual
Compensation").
(iv) Incentive Awards. On the Effective Date, the Company
shall grant Executive (A) 125,000 shares of restricted common stock of the
Company (the "Restricted Shares"), (B) 125,000 shares of unrestricted common
stock of the Company, and (C) an option to acquire 500,000 shares of the common
stock of the Company (the "Option"), in each case pursuant to the terms of the
Company's stock incentive plans. The Option will have an exercise price per
share equal to the fair market value of the stock subject thereto on the date of
grant (as determined under the terms of the Company's stock incentive plan). The
Option shall remain exercisable until the seventh anniversary of the date of
grant. Except as otherwise provided herein, the Option shall vest, and
restrictions on the Restricted Shares shall lapse, in three equal installments
on the last day of the first, second, and third years of the Employment Period.
(v) Retirement Benefits. (A) Upon termination of employment
for any reason, Executive shall be entitled to a retirement benefit calculated
in accordance with the Company Retirement Restoration Plan (the "Restoration
Plan") calculated as if Executive terminated employment at age 57 with 17 years
of credited service and a minimum final average pay of $1,500,000. This
Restoration Plan benefit will be in the form of a single life annuity and shall
not be less than $359,222 per year (before offsets for other qualified or
nonqualified plans pursuant to this Section 3(b)(v)(A)). The Restoration Plan
benefit shall then be reduced by any annuity amounts otherwise payable to
Executive based on his actual age at termination pursuant to (1) any other
qualified retirement plans of UPR or the Company, (2) the Supplemental Pension
Plan for Exempt Salaried Employees of Union Pacific Resources Company and
Affiliates (including any annuity contracts previously secured to provide for a
portion of such benefit) and (3) any other nonqualified retirement plan of UPR
or the Company (each UPR Plan as in effect immediately prior to the Effective
Date) (such reduced benefit, the "Net Retirement Benefit"). Executive may elect
within a reasonable period of time, as determined by the Company, following his
Date of Termination (as defined below) to take this Net Retirement Benefit in
the form of an annuity or an actuarially equivalent lump sum payment upon
termination, or, to the extent agreed to by Executive and the Company,
commencement of such distribution may be deferred pursuant to an agreement
entered into by Executive and the Company prior to Executive's termination of
employment. The amount of such annuity or lump sum payment(s) shall be
determined based on the methods used for calculating such amounts under the
Company's qualified plan in effect as
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of the Date of Termination and based on Executive's actual age at termination. A
sample calculation assuming termination at age 55, age 56 and age 57 is provided
in the attached schedule. The parties agree and acknowledge that Executive has
relied on the methodology set forth in such calculations in entering into this
Agreement.
(B) Upon termination of employment for any
reason, Executive shall also become eligible for lifetime retiree medical
coverage for Executive and Executive's then-current spouse commencing as of the
Date of Termination and such retiree medical coverage shall be in accordance
with that provided to Peer Executives under the Company's retiree medical plan.
(vi) Other Employee Benefit Plans. During the Employment
Period, except as otherwise expressly provided herein, Executive shall be
entitled to participate in all employee benefit, welfare and other plans,
practices, policies and programs of the Company on a basis no less favorable to
Executive, in the aggregate, than the benefits provided generally to Peer
Executives.
(vii) Expenses. During the Employment Period, Executive shall
be entitled to receive prompt reimbursement for all reasonable business expenses
incurred by Executive in accordance with the Company's usual policies and
practices generally applicable to Peer Executives.
(viii) Fringe Benefits. During the Employment Period,
Executive shall receive fringe benefits no less favorable than those provided
generally to Peer Executives.
(ix) Relocation. During the Employment Period, Executive shall
receive relocation benefits no less favorable than those provided generally to
Peer Executives; provided, however, that if Executive relocates at the Company's
request prior to the commencement of the Employment Period, such relocation
benefits shall be applicable to expenses incurred in such relocation.
(x) Vacation. During the Employment Period, Executive shall be
entitled to paid vacation in accordance with the plans, policies, programs and
practices of the Company and its affiliated companies, on a basis no less
favorable than that applicable generally to Peer Executives.
4. Termination of Employment. (a) Death or Disability. Executive's
employment shall terminate automatically upon Executive's death during the
Employment Period. If the Company determines in good faith that the Disability
of Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give to Executive written
notice in accordance with Section 11(b) of this Agreement of its intention to
terminate Executive's employment. In such event, Executive's employment with the
Company shall terminate effective on the 30th day after receipt of such notice
by Executive (the "Disability Effective Date"), provided that, within the 30
days after such receipt, Executive shall not have returned to full-time
performance of Executive's duties. For purposes of this Agreement, "Disability"
shall mean the absence of Executive from Executive's duties with the Company on
a full-time basis for 180 consecutive business days as a result of incapacity
due to mental or physi-
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cal illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to Executive or
Executive's legal representative.
(b) Cause. The Company may terminate Executive's employment during the
Employment Period for Cause or other than for Cause. For purposes of this
Agreement, "Cause" shall mean:
(i) the willful continued failure of Executive to perform
substantially Executive's duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to
Executive by the Board or the Chief Executive Officer of the Company which
specifically identifies the manner in which the Board or Chief Executive Officer
believes that Executive has not substantially performed Executive's duties, or
(ii) the willful engaging by Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company,
or
(iii) conviction of a felony or a guilty or nolo contendere
plea by Executive with respect thereto.
(c) Good Reason. Executive's employment may be terminated by Executive
for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, in
the absence of a written consent of Executive:
(i) the assignment to Executive of any duties inconsistent in
any respect with Executive's position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities as contemplated
by Section 3(a) of this Agreement, or any other action by the Company which, in
Executive's reasonable judgment, results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by
Executive;
(ii) any failure by the Company to comply with any of the
provisions of Section 3(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by
Executive;
(iii) the Company's requiring Executive to be based at any
office or location more than 25 miles from that provided in Section 3(a)(i)
hereof;
(iv) any purported termination by the Company of Executive's
employment otherwise than as expressly permitted by this Agreement; or
(v) any failure by the Company to comply with and satisfy
Section 10(c) of this Agreement.
For purposes of this Section 4(c), any good faith determination of "Good Reason"
made by Executive shall be conclusive.
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(d) Notice of Termination. Any termination by the Company for Cause, or
by Executive for Good Reason, shall be communicated by Notice of Termination to
the other party hereto given in accordance with Section 11(b) of this Agreement.
For purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated, and (iii) if the Date of
Termination (as defined below) is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than thirty days
after the giving of such notice). The failure by Executive or the Company to set
forth in the Notice of Termination any fact or circumstance which contributes to
a showing of Good Reason or Cause shall not waive any right of Executive or the
Company, respectively, hereunder or preclude Executive or the Company,
respectively, from asserting such fact or circumstance in enforcing Executive's
or the Company's rights hereunder.
(e) Date of Termination. "Date of Termination" means (i) if Executive's
employment is terminated by the Company for Cause, or by Executive for Good
Reason, the date of receipt of the Notice of Termination or any later date
specified therein within 30 days of such notice, as the case may be, (ii) if
Executive's employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on which the Company
notifies Executive of such termination, and (iii) if Executive's employment is
terminated by reason of death or Disability, the Date of Termination shall be
the date of death of Executive or the Disability Effective Date, as the case may
be.
5. Obligations of the Company Upon Termination. (a) Good Reason; Other
Than for Cause; Death or Disability. If, during the Employment Period, the
Company shall terminate Executive's employment other than for Cause, including
by reason of Executive's Disability, or Executive shall terminate employment for
Good Reason or by reason of death, this Agreement shall terminate without
further obligations to Executive other than as follows:
(i) the Company shall pay to Executive (or Executive's estate
or legal representative) in a lump sum in cash within 30 days after the Date of
Termination the amount equal to the unpaid balance of Executive's Guaranteed
Annual Compensation for the year in which Executive's Date of Termination occurs
and Executive's Guaranteed Annual Compensation for each remaining year, if any,
of the Employment Period; (ii) the Option shall vest immediately and shall
remain exercisable for the balance of the Employment Period, but in no event for
less than three years following the Date of Termination;
(iii) any restrictions on (A) the Restricted Shares, and (B)
any restricted shares granted to Executive by UPR and converted into restricted
shares of Company stock in the Merger, shall lapse immediately;
(iv) any unvested options granted to Executive by UPR and
converted into options on Company stock in the Merger shall vest in full;
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(v) to the extent not theretofore paid or provided, the
Company shall timely pay or provide to Executive any other amounts or benefits
required to be paid or provided or which Executive is eligible to receive under
any plan, program, policy or practice or contract or agreement of the Company
and its affiliated companies through the Date of Termination (such other amounts
and benefits shall be hereinafter referred to as the "Other Benefits"); and
(vi) the Retirement Benefit shall become payable.
(b) Cause; Other than for Good Reason. If Executive's employment shall
be terminated for Cause or Executive terminates Executive's employment without
Good Reason during the Employment Period, this Agreement shall terminate without
further obligations to Executive other than the obligation to pay or provide to
Executive (i) the Annual Base Salary through the Date of Termination, (ii) the
earned Annual Bonus for the previous year, if any, (iii) the Retirement Benefit,
and (iv) Other Benefits, in each case to the extent theretofore unpaid.
6. Certain Covenants. (a) Confidential Information. Executive shall
hold in a fiduciary capacity for the benefit of the Company and its affiliated
companies during the Employment Period and thereafter all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies (including, without limitation, any proprietary and not publicly
available information concerning any processes, methods, trade secrets,
research, secret data, costs or names of users or purchasers of their respective
products or services, business methods, operating procedures or programs or
methods of promotion and sale) that Executive obtains during Executive's
employment by the Company or any of its affiliated companies (including his
prior employment with UPR) and that is not public knowledge (other than as a
result of Executive's violation of this Section 6(a)) ("Confidential
Information"). For the purposes of this Section 6(a), information shall not be
deemed to be publicly available merely because it is embraced by general
disclosures or because individual features or combinations thereof are publicly
available. Executive shall not communicate, divulge or disseminate Confidential
Information at any time during or after Executive's employment with the Company
or any its affiliated companies, except with the prior written consent of the
Company, or such affiliate, as applicable, or as otherwise required by law or
legal process.
(b) Noncompetition and Nonsolicitation. During the Employment
Period and for the shorter of (x) one year following the Date of Termination, or
(y) the period ending on the third anniversary of the Effective Date, Executive
shall not: (i) engage, anywhere within the geographical areas in which the
Company or any of its affiliated companies is then conducting its business
operations, directly or indirectly, alone, in association with, or as a
shareholder, principal, agent, partner, officer, director, employee or
consultant of any other organization, in any business (a "Competitive Business")
that competes with any business then being conducted by the Company or such
affiliate; (ii) solicit or encourage any individual who is an officer, employee
or consultant of the Company or any of its affiliated companies to leave the
employ of the Company or its affiliated companies; or (iii) solicit, divert or
take away, the business or patronage of any of the customers or accounts, or
prospective customers or accounts, of the Company or any affiliate, which were
contacted, solicited or served by Executive while employed by the Company or
UPR; provided, however, that nothing herein shall prohibit Executive from owning
a maximum of two percent (2%) of the outstanding stock of any publicly traded
corporation.
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(c) In the event of a breach or threatened breach of this Section 6,
Executive agrees that the Company shall be entitled to injunctive relief in a
court of appropriate jurisdiction to remedy any such breach or threatened
breach. Executive acknowledges that damages would be inadequate and
insufficient.
7. Non-exclusivity of Rights. Except as specifically provided, nothing
in this Agreement shall prevent or limit Executive's continuing or future
participation in any plan, program, policy or practice provided by the Company
or any of its affiliated companies and for which Executive may qualify, nor,
subject to Section 11(f), shall anything herein limit or otherwise affect such
rights as Executive may have under any contract or agreement with the Company or
any of its affiliated companies. Amounts which are vested benefits or which
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.
8. No Mitigation; Legal Fees. In no event shall Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to Executive under any of the provisions of this Agreement, and
such amounts shall not be reduced whether or not Executive obtains other
employment. The Company agrees to pay as incurred, to the full extent permitted
by law, all legal fees and expenses that Executive may reasonably incur as a
result of any contest (regardless of the outcome thereof) by the Company,
Executive or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any contest by Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest on any delayed
payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of
the Internal Revenue Code of 1986, as amended (the "Code").
9. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any payment
or distribution by the Company or any of its affiliated companies to or for the
benefit of Executive (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 9) (a "Payment")
would be subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by Executive with respect to such excise tax
(such excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then Executive shall be entitled
to receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 9(c), all determinations
required to be made under this Section 9, including whether and when a Gross-Up
Payment is required and the
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amount of such Gross-Up Payment and the assumptions to be utilized in arriving
at such determination, shall be made by KPMG Peat Marwick LLP or such other
certified public accounting firm reasonably acceptable to the Company as may be
designated by Executive (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Company and Executive within 15 business
days of the receipt of notice from Executive that there has been a Payment, or
such earlier time as is requested by the Company. All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 9, shall be paid by the Company to Executive
within five days of (i) the later of the due date for the payment of any Excise
Tax, and (ii) the receipt of the Accounting Firm's determination. Any
determination by the Accounting Firm shall be binding upon the Company and
Executive. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 9(c) and Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of
Executive.
(c) Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after Executive is informed in
writing of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. Executive shall not
pay such claim prior to the expiration of the 30-day period following the date
on which it gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due). If the
Company notifies Executive in writing prior to the expiration of such period
that it desires to contest such claim, Executive shall:
(i) give the Company any information reasonably requested by
the Company relating to such claim,
(ii) take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order
effectively to contest such claim, and
(iv) permit the Company to participate in any proceedings
relating to such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
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payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 9(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in
any permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Executive to pay such
claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment
to Executive, on an interest-free basis and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.
(d) If, after the receipt by Executive of an amount advanced by the
Company pursuant to Section 9(c), Executive becomes entitled to receive any
refund with respect to such claim, Executive shall (subject to the Company's
complying with the requirements of Section 9(c)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by Executive of an amount
advanced by the Company pursuant to Section 9(c), a determination is made that
Executive shall not be entitled to any refund with respect to such claim and the
Company does not notify Executive in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.
10. Successors. (a) This Agreement is personal to Executive and without
the prior written consent of the Company shall not be assignable by Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by Executive's legal
representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.
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11. Miscellaneous. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, without reference
to principles of conflict of laws. The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect. This Agreement may
not be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Executive: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
c/o Anadarko Petroleum Corporation
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
If to the Company: Anadarko Petroleum Corporation
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
(d) The Company may withhold from any amounts payable under this
Agreement such federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
(e) Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right Executive or the Company may have hereunder, including, without
limitation, the right of Executive to terminate employment for Good Reason
pursuant to Section 4(c)(i)-(v) of this Agreement, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement.
(f) From and after the Effective Date, subject to Section 12 and except
as otherwise specifically provided herein, this Agreement shall supersede any
other employment, severance or change of control agreement, arrangement, or
understanding, whether written or oral, between the parties and between
Executive and UPR, including, without limitation, the Agreement dated October
21, 1999 by and between UPR and Executive.
(g) This Agreement shall be void and of no further force or effect if
the Merger is not consummated or upon termination of the Merger Agreement.
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12. Change of Control. Executive shall be provided the Key Employee
Change of Control Contract of the Company that is provided to Peer Executives.
Such Key Employee Change of Control Contract shall be applicable solely upon a
Change of Control subsequent to the Merger (as such term is defined therein). In
the event Executive's employment terminates during the Employment Period
following a Change of Control of the Company subsequent to the Merger, Executive
may elect to receive severance and retirement benefits under the terms of either
this Employment Agreement or the Key Employee Change of Control Contract, but
not under both Agreements.
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IN WITNESS WHEREOF, Executive has hereunto set Executive's
hand and, pursuant to the authorization from its Board of Directors, the Company
has caused this Agreement to be executed in its name on its behalf, all as of
the day and year first above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III
ANADARKO PETROLEUM CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Date: May 19, 2000
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