Exhibit 3
February 4, 2001
Xx. Xxxxx Xxxxx, Chairman & CEO
Xxxxxxxx Petroleum Company
Xxxxxxxx Building
Fourth & Xxxxxx
Bartelsville, Oklahoma 74004
Dear Xxx:
This letter sets forth our agreement concerning my employment by
Xxxxxxxx Petroleum Company ("Xxxxxxxx") after my termination from Tosco
Corporation ("Tosco") in conjunction with the merger of Xxxxxxxx and Xxxxx.
Promptly following the acquisition of Tosco by Xxxxxxxx, I will be named a
Director and Vice Chairman of the Board of Directors of Xxxxxxxx. I will also
simultaneously be appointed Chief Executive Officer of Xxxxxxxx' Refining,
Marketing, and Transportation company (which will combine Tosco and Xxxxxxxx'
RM&T operations). As the CEO of RM&T, I will be paid an annual salary of
$800,000 plus benefits and bonus normally associated with a senior executive
position with Xxxxxxxx. I will maintain my current office located in Greenwich,
Connecticut through the end of 2001, after which I will make my main office at
the company's office complex in Tempe, Arizona. Xxxxxxxx will have the right to
terminate my position as RM&T CEO, upon payment of a sum equal to three month's
salary plus any accrued benefits and bonus. Xxxxxxxx also agrees that they will
maintain Tosco's current office facility and services at 0000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxxx for the use of current Tosco employees for a
period of at least six months following the merger of the two companies. The
non-executive space will be used as a transition area for the six months, after
which Xxxxxxxx may end the transition usage and either occupy, sublet, or vacate
that portion of the space by agreement with the landlord.
The executive area, comprising approximately 4000 square feet located
in the southwest portion of the building, will be maintained for the full period
of X.X. X'Xxxxxx'x ("Xx. X'Xxxxxx") employment by Xxxxxxxx. In the event Xx.
X'Xxxxxx'x employment with Xxxxxxxx is terminated, Xx. X'Xxxxxx shall have the
option to sublease the space up to the end of the remaining term of the lease
with the landlord, on the same terms as Tosco's current sublease. If Xx.
X'Xxxxxx does not exercise his option within 30 days of receiving written notice
from Xxxxxxxx, the option will expire. There will be no payment due for
furniture, fixtures, or equipment, which must be returned in reasonable
condition at the end of the lease, reasonable wear and tear excepted. Xx.
X'Xxxxxx will pay the expenses for leased equipment during the period following
his termination of employment to the end of his lease.
Best Regards,
/s/ Xxxxxx X. X'Xxxxxx
Xxxxxx X. X'Xxxxxx
Agreed: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
