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EXHIBIT 10.13(e)
FORM OF AMENDMENT
TO
CHANGE IN CONTROL AGREEMENTS
AMENDMENT
THIS AMENDMENT, dated as of January 21, 1999 ("Amendment"), between
UNION PACIFIC RESOURCES GROUP INC., A Utah corporation (the "Company"), and
_______________ (the "Executive") amends the Agreement between the Company and
Executive entered into on February 4, 1997 (the "Agreement"). Defined terms used
herein shall have the meanings as set forth in the Agreement unless otherwise
defined herein.
1. The Agreement is hereby amended to add a new Section 5.4 to read in its
entirety as follows:
Notwithstanding any provision herein or any provision in the Company's
1995 Stock Option and Retention Stock Plan (or any agreement entered
into thereunder) to the contrary (except any contrary provision dealing
with a pooling of interests transaction), (A) upon a Change in Control,
any Option then held by the Executive (other than an Option the
exercisability of which is based exclusively on the attainment of
performance targets which, at the time of the Change in Control, have
not been met), shall be fully exercisable and any restriction on any
Retention Share then held by the Executive (other than a Retention
Share the vesting of which is based exclusively on the attainment of
performance targets, which, at the time of the Change in Control, have
not been met) shall lapse or be deemed fully satisfied, as applicable,
and (B) if, following a Change in Control and during the term of this
Agreement, the Executive is terminated by the Company for any reason
other than Cause or the Executive terminates with Good Reason, then,
with respect to any Option then held by the Executive, the Executive
(or his Beneficiary, if applicable) shall have the right to exercise
such Option at any time during the earlier of (i) the five-year period
following such termination or (ii) the term of the Option; provided,
however, that, with respect to any provision in (A) or (B) in this
Section 5.4, if it is intended that the transaction constituting a
Change in Control be accounted for as a pooling of interests under
Accounting Principles Board Opinion No. 16 (or any successor thereto),
and if the existence and/or operation of any such provision would
violate
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Paragraph 47(c) thereof (or any successor thereto), then any such
provision shall (in whole or in part to the minimum extent necessary to
avoid a violation) be deemed null and void ab initio and/or any
operation of such provision shall (in whole or in part to the minimum
extent necessary to avoid a violation) be deemed to have no force or
effect under law; provided further, however, that the foregoing proviso
shall apply only if the transaction is otherwise eligible to be
accounted for as a pooling of interests.
Except as amended hereby, all other terms and provisions shall remain
in full force and effect
IN WITNESS WHEREOF, all parties hereto have executed this Amendment as
of the date and year first above written.
UNION PACIFIC RESOURCE GROUP INC.
By:
XXXX X. XXXXXXX
EXECUTIVE
By:
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