EXHIBIT 10
TERMINATION AGREEMENT AND GENERAL RELEASE
This Termination Agreement and General Release, executed this 31st day
of March, 1999 by and between Xxxx X. Xxxxxxx (hereinafter referred to as
"Employee"), and Union Oil Company of California (hereinafter referred to as
"Company").
WHEREAS, Employee has most recently been employed at the Company's
offices located in Sugar Land, Texas;
WHEREAS, the Company has made certain changes which have resulted in
the elimination of Employee's assignment and
WHEREAS, Employee is covered under an Employment Agreement dated as of
July 28, 1998 a copy of which is attached hereto as Exhibit A.
NOW, THEREFORE, in consideration of the mutual promises contained in
this Termination Agreement and General Release, the sufficiency of which are
hereby acknowledged, Company and Employee agree as follows:
1. Employee shall continue on the payroll of the Company through August
31, 1999 as a "Consulting Employee". During such period Employee will be paid
his current base salary and continue to be eligible for the Company's benefit
plans and policies generally applicable to its employees in his employment
category. Employee's participation and coverage shall be subject to the rules
and procedures generally applicable to employees under said plans. During this
period, Employee shall assist the Company with legal or administrative disputes
and with transition issues - all during normal business hours. These above
duties shall be limited in time and scope so as not to interfere with Employee's
search for other employment.
2. Employee shall be eligible for one year of outplacement services
under the Center of Executive Options to be paid by Company, plus up to an
additional year with another outplacement firm, if necessary to secure
employment. Such additional year's outplacement shall not exceed $35,000.
3. The payment of $893,808 (Eight Hundred and Ninety Three Thousand,
Eight-Hundred and Eight Dollars) due under the aforesaid Employment Agreement
shall be made within 30 days of the termination of his employment hereunder.
4. Employee shall be eligible for Unocal's executive financial
consulting program through August 31, 2000 in accordance with the terms of said
program.
5. Company shall continue to provide the continued "coaching" services
of Xxx Xxxxx at an approximate cost of $1200 per month through August 31, 1999.
6. Employee acknowledges that he acquired certain confidential
information concerning the operation of the Company during his employment with
the Company and in connection with the Employee's work hereunder. Employee
agrees that he will not at any time, whether during or after his employment
hereunder, (1) knowingly use for improper personal benefit any confidential
information that he may learn or has learned by reason of his employment with
the Company, or (2) disclose any such confidential information to any person
except (a) in the performance of his obligations to the Company hereunder, (b)
as required by applicable law, (c) in connection with the enforcement of his
rights under this Agreement, (d) in connection with any disagreement, dispute or
litigation (pending or threatened) between Employee and the Company, or (e) with
the prior written consent of the Company. "Confidential Information" includes
information with respect to the Company's products, facilities and methods,
research and development and trade secrets and other intellectual properties,
systems, patents and patent applications, procedures, manuals, confidential
reports, business plans, prospects or opportunities; provided, however, that
such terms shall not include any information that (X) is or becomes generally
known or available other than as a result of disclosure by Employee or (Y) is or
becomes known or available to Employee on a non-confidential basis from a source
which to Employee's knowledge is not prohibited from disclosing such information
to Employee by a legal, contractual, fiduciary or other obligation to the
Company. If Employee is unclear as to the requirements of the foregoing, he may
ask for clarification as to a specific situation by contacting the Company's
Chief Legal Officer in writing. Employee's obligations under this paragraph
shall survive termination of this Agreement.
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7. Unocal shall pay Employee his accrued vacation "bank balance" within
two weeks of his termination of employment.
8. Employee's termination of employment hereunder shall be treated as
"at the convenience of the Company" pursuant to the Long Term Incentive Plans of
1991 and 1998 and under the Revised Incentive Compensation Plan. Therefore,
Employee shall be entitled to the delivery of shares of Restricted Stock,
payment of Performance Shares and the extended period to exercise vested stock
options applicable under the terms of said Plans upon a termination of
employment at the convenience of the Company.
9. Employee shall not be entitled to any other termination-type
benefits except as specifically noted above. Employee hereby waives any benefits
or payments under the Unocal Termination Allowance Plan and Employee
Redeployment Program. Employee shall not be eligible for any future grants or
awards under the Management Incentive Plan of 1998.
10. All payments hereunder to Employee shall be reduced for any
applicable withholding.
11. General Release
In consideration for this Agreement, Employee hereby releases and
forever discharges Company and Unocal Corporation and their respective
predecessors, successors, partners, assigns, employees, shareholders, owners,
officers, directors, agents, attorneys, subsidiaries, divisions, and affiliates,
(jointly referred to as "Released Parties") from any and all claims, demands,
causes of action, obligations, damages, attorneys' fees, costs and liabilities
of any nature whatsoever, whether or not now known, suspected or asserted, which
Employee may have or claim to have against the Released Parties relating in any
manner to Employee's employment with the Company and/or the termination of such
employment, and hereby covenants not to assert such claims through a lawsuit, an
administrative proceeding or otherwise. This General Release includes, but is
not limited to, claims arising under federal, state or local laws prohibiting
employment discrimination or claims arising out of any legal restrictions on the
Company's rights to terminate its employees, including without limitation of the
Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act
of 1964, and the Civil Rights Act of 1991.
This Agreement shall not apply to Employee's rights to any
indemnification insurance, defense or hold harmless protection that would
otherwise apply in the absence of this Release. Except as specifically provided
herein, nothing in this Agreement shall affect in any way, apply to, increase,
or diminish, any rights which Employee has with respect to retirement benefits
or with respect to any previously established policy or plans of the Company
outside of this Agreement.
12. Waiver
Employee waives all rights under Section 1542 of the Civil Code of
California. That section reads as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
Notwithstanding the provisions of Section 1542 or any similar law of any other
state, and to provide a full and complete release of Released Parties, Employee
expressly acknowledges that this Termination Agreement and General Release is
intended to include, without limitation, all claims which Employee does not know
or suspect to exist in his favor at the time of execution of this document, and
that the settlement agreed upon completely extinguishes all such claims.
13. Employee shall not disclose the existence or terms of this
Agreement to current or former employees of the Company. However, Employee may
disclose this Agreement to his spouse, tax advisor, financial advisor or
potential employer, or when required by legal or administrative proceedings. In
the event of a disclosure other than that authorized in the preceding sentence,
Company may immediately terminate Agreement and its remaining obligations
thereunder. At the time of execution of this Agreement, Company agrees that it
has no knowledge of any disclosure by Employee as such disclosure is referred to
in this paragraph.
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14. This Termination Agreement and General Release is a full and complete
expression of the intent of the parties with respect to the subject matter of
this Agreement. No other agreement or representation, express or implied, has
been made by either party with respect to the subject matter of this Agreement.
15. This Termination Agreement and General Release may not be modified
except by a written agreement signed by both Employee and by a Vice President of
Union Oil Company of California.
16. This Termination Agreement and General Release shall be interpreted
to be valid to the full extent possible under the laws of the State of Texas.
17. Employee warrants and represents that he has not assigned or in any
way transferred any claim related to the subject matter of this Termination
Agreement and General Release and that he will not allow or assist in such
transfer or assignment in the future.
18. This Termination Agreement and General Release shall not constitute
an admission by any Released Party of any wrongful action or inaction
whatsoever.
19. Employee agrees that this Termination Agreement and General Release
is understood by Employee and is voluntarily entered into by the Employee.
20. Employee may file a written beneficiary designation for any
payments in the event of his death prior to receipt of the amounts due under
paragraphs 2, 3, 4 and 9 in the form of Attachment A. The last such designation
received by Company prior to his death shall control any such payments.
21. Employee's Right to Review Agreement.
Employee has twenty-two (22) days from the date of Employee's receipt
of this Termination Agreement and General Release to consider whether or not to
sign this Termination Agreement and General Release.
22. This Termination Agreement and General Release shall not be
effective until eight (8) days from the date of execution of this Termination
Agreement and General Release by Employee. During such period, Employee may
notify Company in writing of his revocation of this Termination Agreement and
General Release.
23. Employee's Right to Consult Counsel.
Employee is advised to consult with Employee's attorney before deciding
whether or not to sign this Termination Agreement and General Release.
IN WITNESS WHEREOF, this Termination Agreement and General Release has been
executed in duplicate originals.
UNION OIL COMPANY OF CALIFORNIA EMPLOYEE
By: _____________________________ __________________________
Signature
Xxxx X. XxXxxxx Xxxx X. Xxxxxxx
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Print Name Print Name
4/26/99 4/2/99
Date Date
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ATTACHMENT A TO TERMINATION AGREEMENT AND GENERAL RELEASE
BENEFICIARY DESIGNATION
I, Xxxx Xxxxxxx, (Employee) hereby designate the following person(s) as
Beneficiary for any payments due at the time of my death under my Termination
Agreement and General Release with Union Oil Company of California, dba Unocal.
Name: Xxxx X. Xxxxxxx
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Address: 0000 Xxxxx Xx.
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Xxxxx Xxxx, XX 00000
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Relationship: Wife
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Interest (%): 100%
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Name: ______________________________
Address: ______________________________
Relationship: ______________________________
Interest (%): ______________________________
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