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EXHIBIT 10.2
SETTLEMENT AND RELEASE AGREEMENT
V. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Employee") and Union Pacific Resources Group Inc. for itself
and its past and present related companies (collectively the "Company), have
negotiated in good faith the terms of this Settlement and Release Agreement
(this "Agreement") offered by the Company on August 27, 1999, and have reached
the following mutual agreement.
FIRST: SETTLEMENT
Employee shall cease to be an employee of the Company as of close of business
September 1, 1999, the "Separation Date." In consideration for the mutual
covenants and representations herein, Employee agrees to the terms of this
Agreement as set forth below:
1.1 For the period from August 27, 1999, through close of business
September 1, 1999, Employee will be permitted to continue in the employ
of the Company at his current title and base salary provided he does
not give the Company just cause to terminate his employment. Further,
during this period of employment, Employee will not be permitted to
obligate or bind the Company, through agreement or otherwise, without
the prior approval of the Chairman, Chief Executive Officer, and
President, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ III. In the event of a breach of this
provision, all monies and enhanced benefits provided by the Company
shall be returned by the Employee to the Company.
1.2 The Company will, pursuant to the terms of the Supplemental Pension
Plan for Exempt Salaried Employees of Union Pacific Resources Group
Inc. and Affiliates, provide Employee with a retirement benefit equal
in amount to that which he would have received if he had attained age
65 with 10 years of service on September 1, 1999.
1.3 The Company will pay Employee a lump sum of $236,000.00 with applicable
tax deductions withheld, on the first payday following the expiration
of the Revocation Period, and the Company will agree to pay the entire
premium for COBRA coverage for up to 18 months, beginning October 1999.
1.4 The Company will pay Employee on the first payday following the
expiration of the Revocation Period for all earned but unused 1999
vacation and accrued 2000 vacation in a lump sum, with applicable tax
deductions withheld.
1.5 The Company will make the following disposition on outstanding stock
options and retention stock:
(i) The vesting requirement associated with the grant of
non-qualified stock options on October 1, 1996, will be
waived.
(ii) The vesting restriction on retention shares awarded on October
1, 1996, shall lapse.
(iii) The vesting requirement associated with the grant of incentive
stock options on October 1, 1996, will be waived.
(iv) The vesting requirement associated with the grant of
non-qualified stock options on January 21, 1999, will be
waived as to 60.5% of the options and the remaining options
will be forfeited.
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1.6 Employee will have the option to elect to continue the following fringe
benefits:
(i) 1999 tax return preparation and financial consulting fees will
be covered by the Company as defined in the Executive Benefits
Manual.
(ii) The Petroleum Club of Fort Worth membership will be
transferred to Employee's name and he will assume the monthly
dues.
(iii) The home security alarm system will be transferred to
Employee's name at no cost and he will assume the monthly fees
for continued operation.
(iv) Mobile hand-held or car phone equipment will be transferred to
Employee's name at no cost and he will assume the monthly fees
for continued operation.
1.7 The Company agrees that the Employee shall not otherwise be eligible to
participate in any of the Company's compensation and benefit programs
after the Separation Date. The foregoing shall not affect Employee's
entitlement to benefits under the Company's 401 (k) and pension plans
that are vested.
1.8 Employee agrees that the benefits provided herein are more than the
Company is required to pay under its normal policies and procedures and
that Employee is not otherwise entitled to such benefits by law or
contract.
1.9 The right of Employee (or any beneficiary of Employee) in any benefit
or to any payment under this Agreement shall not be subject to
attachment or other legal process for debts: and any such benefit or
payment shall not be subject to anticipation, alienation, sale,
transfer, assignment or encumbrance.
SECOND: COMPLETE RELEASE
2.1 In exchange for the Settlement described in the FIRST Paragraph,
Employee hereby releases, covenants not to ▇▇▇ and forever discharges
the Company, its past and present affiliate and subsidiary companies,
its and their past and present directors, officers, employees and
agents and benefit programs (and the trustees, administrators,
fiduciaries and insurers of such programs) and any other persons acting
by, through, under or in concert with any of the persons or entities
listed above, from any and all claims or rights Employee may have (or
which may arise before this Agreement becomes effective), including,
but not limited to, claims based on Employee's employment or the
termination of that employment. This includes, but is not limited to, a
release of claims or rights Employee may have under the federal Age
Discrimination in Employment Act of 1967, as amended, which prohibits
age discrimination in employment; Title VII of the Civil Rights Act of
1964, as amended, and the Civil Rights Act of 1991, which prohibit
discrimination in employment based on race, color, national origin,
religion or sex; The Americans With Disabilities Act of 1990, which
prohibits discrimination against the disabled; or any and all other
federal, state or local laws or regulations or ordinances prohibiting
employment discrimination. Employee also releases any claims for
wrongful discharge, for breach of an express or implied employment
contract or personal injuries arising therefrom, if any. This Agreement
covers both claims that Employee knows about and those Employee may not
know about, but does not release any claims which arise after this
Agreement becomes effective. Employee represents that he has not filed
or caused to be filed a lawsuit asserting any claims that are released
in this Paragraph. Further, Employee agrees not to pursue any charges
or claims or commence any actions of any kind with any local, state or
federal agency or state or federal court pertaining to claims that are
released in this Paragraph. Excluded from this Agreement are claims
which cannot be waived by law, including, but not limited to, the right
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to file a charge with or participate in an investigation with the EEOC.
Employee is waiving, however, his right to any monetary recovery or
relief should the EEOC or any other agency pursue any claims on his
behalf.
THIRD: NON-ADMISSION OF LIABILITY
3.1 The Company enters into this Agreement to avoid the cost of defending
against any possible lawsuit. By entering into this Agreement, the
Company does not admit that it has done anything wrong.
3.2 The Employee enters into this Agreement as a resolution of all issues
related to his separation from the Company. By entering into this
Agreement, the Employee does not admit that he has done anything wrong.
FOURTH: CONSEQUENCES OF EMPLOYEE VIOLATION OF PROMISES
4.1 If Employee breaks Employee's promise in the Second Paragraph of this
Agreement and files a claim, charge or lawsuit based on legal claims
that Employee has released, Employee will pay for all costs incurred by
the Company, any related companies or the directors or employees of any
of them, including reasonable attorney's fees, in defending against
Employee's claim.
FIFTH: PERIOD OF REVIEW AND CONSIDERATION OF AGREEMENT, SIGNATURE
5.1 Employee acknowledges that Employee has been given a period of 21 days
to review and consider this Agreement before signing it and that this
period will expire at the close of business on September 17, 1999.
Employee further understands that Employee may use as much of the
21-day period as Employee wishes prior to signing. If Employee desires
to enter into this Agreement, Employee should sign it and deliver it to
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President - People, Union Pacific Resources
Group Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or fax to (817)
321-7522 before the close of business on September 17, 1999. This
Agreement will then be effective and enforceable unless Employee
revokes it by following the procedure in the SEVENTH Paragraph. If
Employee does not sign this Agreement and deliver it to ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ before the close of business on September 17, 1999, this
Agreement will not be effective or enforceable and Employee will not
receive the benefits described in the FIRST Paragraph.
SIXTH: CONSULTATION WITH ATTORNEY
6.1 The Company has advised Employee to consult with an Attorney before
signing this Agreement. Employee understands that whether or not to do
so is Employee's decision. Any costs incurred by Employee as a result
of consulting with an attorney must be paid by Employee.
SEVENTH: EMPLOYEE'S RIGHT TO REVOKE AGREEMENT
7.1 Employee may revoke this Agreement within 7 days of Employee's signing
and delivering it to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. Revocation can be made by
delivering a written notice of revocation to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, by
mailing it to the address or faxing it to the number provided in the
FIFTH Paragraph. For this revocation to be effective, written notice
must be received by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ no later than the close of
business on the seventh day after Employee signs and delivers this
Agreement. If Employee revokes this Agreement it will not be effective
or enforceable and Employee will not receive the benefits described in
the FIRST Paragraph and this Agreement will have no force or effect.
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EIGHTH: CONFIDENTIALITY
8.1 As a material inducement to the Company to enter into this Agreement,
Employee agrees not to retaliate against any present or former employee
of the Company nor will he contact any present or former employee to
discuss his separation from the Company, except for ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
Further, Employee and the Company agree not to disclose in any manner
the existence and terms of this Agreement or the content or prior
discussions leading thereto, except in the instance of the Employee, to
his spouse, to his attorney or to his tax advisor or as may be required
in conjunction with the submission of a financial statement or credit
application or as may be required by law and in the instance of the
Company, to its employees in a "need to know" capacity and/or in a
capacity to implement the terms of this Agreement and only to the
extent necessary and to its attorney(s) or as may be required by law.
Employee's spouse, attorney and tax advisor shall be bound by this
provision as if a party to this Agreement and breach by any one of them
shall constitute a breach of this Agreement by Employee. In the event
of a breach of this provision, all monies and enhanced benefits
provided by the Company shall be returned to the Company.
8.2 Employee acknowledges that as an officer of the Company, Employee has
had access to proprietary and confidential information that directly or
indirectly relates to the business of the Company and its past and
present affiliates and subsidiary companies. For purposes of this
Agreement, "Confidential Information" means all information about the
Company and its past and present affiliates and subsidiary companies
obtained or developed by Employee while an officer of the Company
including, but not limited to, information regarding the Company's
officers and other key personnel, financial information or plans and
legal and other matters, and which the Company has requested be held in
confidence or could reasonably be expected to desire to be held in
confidence, or the disclosure of which would likely be disparaging or
disadvantageous to the Company or any of its employees, officers and
directors but shall not include information already in the public
domain. Employee agrees that Employee will not, without prior written
consent of the Company or except pursuant to lawful process, (i)
disclose to any person any Confidential Information, or (ii) take with
the Employee any property of the Company or any document or papers
containing or relating to any Confidential Information, except for
documents that the Company has agreed to in writing that the Employee
may take. Further, Employee agrees not to take any actions, either
directly or indirectly, that interfere with or adversely affect the
business operations of the Company or have a financial or disparaging
impact on the Company. In the event of a breach of this provision, all
monies and enhanced benefits provided by the Company shall be returned
to the Company.
NINTH: EQUITABLE REMEDIES
9.1 The Company and Employee agree that money damages may not be adequate
to compensate Company for Employee's breach of the EIGHTH Paragraph,
8.2, and that the Company will be entitled to a decree for specific
performance, immediate injunctive relief to prohibit any further
conduct by Employee in violation of the terms of this Agreement, or
other appropriate remedy to enforce Employee's Performance of this
Paragraph.
TENTH: TERMINATION AGREEMENT
10.1 Employee acknowledges that if this Agreement becomes effective his
employment with Union Pacific Resources Company will end irrevocably
and forever and will not be resumed at any time in the future.
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ELEVENTH: GOVERNING LAW
11.1 Notwithstanding any other provision of this Agreement, any dispute
concerning any question of fact or law arising under this Agreement
which is not disposed of by agreement between Employee and the Company
shall be decided by a court of competent jurisdiction of the State of
Texas in accordance with the laws of Texas without regard to rules or
principles governing conflicts of law.
TWELFTH: WAIVER OF BREACH
12.1 The waiver by the Company of a breach of any provision of this
Agreement by Employee shall not operate or be construed as a waiver of
any subsequent breach by Employee.
THIRTEENTH: SEVERABILITY
13.1 Every provision of this Agreement is intended to be severable. If any
term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity
of the remainder of this Agreement.
FOURTEENTH: ENTIRE AGREEMENT
14.1 This Agreement constitutes the entire agreement between Employee and
the Company. The Company has made no promises to Employee other than
those in this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.
EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND
IS VOLUNTARILY ENTERING INTO IT.
UNION PACIFIC RESOURCES GROUP INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President - People
Date August 26, 1999
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ACCEPTED AND AGREED TO THIS ___ DAY OF ___________________, 1999.
/s/ V. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Employee, V. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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