EXHIBIT (a)(13)
GULF INDONESIA RESOURCES LIMITED
NOTICE OF CANCELLATION AND EXERCISE
OF RESTRICTED STOCK UNITS
NOTICE OF CANCELLATION
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TO: ALL HOLDERS OF RESTRICTED STOCK UNITS ("RSUs")
Gulf Indonesia Resources Limited ("Gulf Indonesia"), Conoco Canada Resources
Limited ("Conoco Canada") and Conoco Inc. ("Conoco") have entered into an
agreement, pursuant to which Conoco Canada has agreed to acquire all of the
issued and outstanding common shares of Gulf Indonesia (the "Gulf Indonesia
Common Shares") not owned by Conoco Canada at a price of U.S.$13.25 per Gulf
Indonesia Common Share. On Wednesday, June 12, 2002, formal take-over bid
documentation relating to Conoco Canada's offer (the "Offer") was mailed to Gulf
Indonesia shareholders and optionholders. The agreement entered into between
Gulf Indonesia, Conoco Canada and Conoco in connection with the Offer provides
for the acceleration of unvested RSUs so that any entitlement under the
Executive Restricted Stock Unit/Deferred Stock Unit Plan (the "RSU Plan")
becomes fully vested prior to the expiration of the Offer. In addition, the RSU
Plan, pursuant to which the RSUs have been granted, provides that if there is an
offer for Gulf Indonesia Common Shares which, if successful, would entitle the
offeror to acquire all of the Gulf Indonesia Common Shares, Gulf Indonesia may
irrevocably cancel any unexercised RSUs upon giving the participants under the
RSU Plan written notice of such cancellation.
ACCORDINGLY, NOTICE IS HEREBY GIVEN THAT ALL UNVESTED RSUS ARE FULLY VESTED AND
THAT ALL UNEXERCISED RSUS WILL BE CANCELLED AS OF THE EXPIRATION OF THE OFFER
(THE "EXPIRATION TIME"), CURRENTLY SCHEDULED TO BE 6:00 P.M. (NEW YORK TIME) ON
JULY 19, 2002. IN THE EVENT THAT CONOCO CANADA DOES NOT TAKE UP AND PAY FOR GULF
INDONESIA COMMON SHARES, THIS NOTICE OF CANCELLATION SHALL BE DEEMED TO BE
REVOKED AND THE CORRESPONDING NOTICE OF EXERCISE OF RSUS (AS SET OUT BELOW)
SHALL BE DEEMED NOT TO HAVE OCCURRED, THE RSU PLAN SHALL BE RESTORED TO ITS
ORIGINAL STATUS, AND ALL SUCH RIGHTS AND PRIVILEGES HELD BY HOLDERS OF RSUS
PURSUANT TO THE RSU PLAN SHALL BE RESTORED AND MAINTAINED.
Upon the acquisition of Gulf Indonesia Common Shares by Conoco Canada under the
Offer, holders of RSUs will be entitled, upon exercise, to receive a cash
payment equal to the offer price of U.S.$13.25 multiplied by the number of RSUs.
Any RSUs which remain unexercised as of the Expiration Time will be cancelled
for no consideration. HOLDERS OF RSUS WISHING TO EXERCISE THEIR RSUS PRIOR TO
EXPIRATION OR CANCELLATION ARE ADVISED TO COMPLETE THE NOTICE OF EXERCISE BELOW
AND TO RETURN IT TO XXXXXXXX XXX AT CONOCO CANADA RESOURCES LIMITED, 0000, 000 -
0XX XXXXXX X.X., XXXXXXX, XXXXXXX X0X 0X0, TELEPHONE: (000) 000-0000, FAX: (403)
000-0000, E-MAIL: xxxxxxxx.xxx@xxxxxx.xxx, AS SOON AS POSSIBLE.
NOTICE OF EXERCISE
The undersigned hereby irrevocably exercises all RSUs held by the undersigned
effective only as of the Expiration Time and, for greater certainty, in the
event that Conoco Canada does not take up and pay for Gulf Indonesia Common
Shares, such exercise shall be deemed not to have occurred.
Signature: Address for delivery of cheque:
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Name:
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Date:
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