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EXHIBIT 10.7
December 6, 1995
Xx. Xxxxx X. Xxxxxxxxx
0000 Xxxxxxxxxx
Xxxxxxx, Xxxxx 00000
Dear Xxxxx,
Your Employment Agreement with Burlington Resources Inc. (the "Company") is
dated April 30, 1993 and was previously amended on November 8, 1994. The Board
of Directors of the Company (the "Board") has deemed it advisable and in the
best interests of the Company and its stockholders to further amend and restate
the agreement with respect to the matters addressed herein. Accordingly, this
letter, when accepted by you in the space provided below, will amend and
restate the agreement in its entirety:
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
December 6, 1995 and ending on December 15, 2000.
2. Base Salary. Your minimum salary will be $600,000 per annum or such
higher rate as may be fixed from time to time by the Board.
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 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 and
Nominating Committee of the Board (the "Compensation Committee") based on
Company and individual performance.
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December 6, 1995
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In consideration of the accrued unvested compensation and benefits that you
forfeited in terminating employment with a former employer, the Company
established a deferred compensation memorandum account under the Supplemental
Benefits Plan. This account was credited with $350,000 as of June 1, 1993.
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. If your employment is terminated by
the Company after age 50, you will receive the supplemental pension benefit at
termination equal to the supplemental benefit described above, assuming the
pension annuity commenced at age 55. 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 December 15, 2000, 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 December 15, 2000, 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-Disclosure. As an officer of the Company, you will have access to
and continue to receive and develop confidential and proprietary information
and trade secrets pertaining to the business of the Company and its affiliates,
including, without limitation, reports, maps, data (including geologic and
seismic data and interpretations thereof), plans, and contracts. As part of
the consideration for this agreement and in return for receiving access to such
confidential information, you agree to keep all such confidential and
proprietary information confidential. In particular, you agree that you will
not divulge, communicate or otherwise disclose any confidential information
furnished to
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December 6, 1995
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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 Company's current or prospective customers or suppliers or with
any other person with which the Company has business relationships.
8. Non-Competition. In order to enforce your obligations under Section 7
and in consideration for the benefits of employment described in this
agreement, you agree to the covenant not to compete in this Section 8. You
agree and acknowledge that this covenant not to compete is ancillary to your
commitment as set forth in Section 7 to refrain from disclosing such
confidential information. 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 (i)
that is engaged in exploring for and producing oil and natural gas in
Louisiana, Montana, New Mexico, North Dakota, Oklahoma, Texas or federal or
state waters in the Gulf of Mexico or in the oil and gas marketing business in
the mainland United States and (ii) whose assets associated with such oil and
gas business exceed $50 million.
9. Non-Interference. For a period ending on the later of December 15,
2000 or two years after you terminate employment with the Company, you agree
not to solicit, directly or indirectly, 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.
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December 6, 1995
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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 the Company
on behalf of itself and each of its affiliates, and that all rights of the
Company 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 or
any of its 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.
/s/ H. E. XXXXXXXXXX
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By Xxxxxx X. Xxxxxxxxxx
Its Vice President, Human Resources
ACCEPTED and AGREED TO
this 18TH day of December, 1995
/s/ XXXXX X. XXXXXXXXX
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Xxxxx X. Xxxxxxxxx
