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Exhibit 10.13
EXECUTIVE EMPLOYMENT CONTRACT
THIS AGREEMENT is dated as of September 2, 1997.
BETWEEN:
GULF CANADA RESOURCES LIMITED
(hereinafter called the "Corporation")
OF THE FIRST PART
- and -
XXXXX XXXXXX
(hereinafter called the "Executive")
OF THE SECOND PART
WHEREAS
(a) The Executive is an officer of the Corporation and is
considered by the Board of Directors of the Corporation to be
a valued employee of the Corporation and has acquired
outstanding and special skills and abilities and an extensive
background in and knowledge of the Corporation's business and
the industry in which it is engaged;
(b) The Board of Directors recognizes that it is essential, in the
best interests of the Corporation, that the Corporation retain
the continuing dedication of the Executive to his office and
employment and that the past service of the Executive to the
Corporation requires that the Executive receive fair
treatment, particularly in the event of an actual or
constructive termination of his employment with the
Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants herein contained and in consideration of the Executive
remaining in office and in the employment of the Corporation at the present time
and throughout the period of material change of ownership or organization of the
Corporation, it is hereby agreed as follows:
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1. DEFINITIONS
In this Agreement:
(a) "affiliate" means:
(i) one body corporate is an affiliate of another body
corporate if one of them is the subsidiary of the
other or both are subsidiaries of the same body
corporate or each of them is under the control of the
same person; and
(ii) two bodies corporate that are an affiliate of the
same body corporate at the same time are affiliates
of each other.
(b) "associate" has the meaning ascribed to that term in the
Canada Business Corporations Act.
(c) "change of control" means or shall be deemed to have occurred
if and when:
(i) the acquisition, by whatever means (including
without limitation, amalgamation, consolidation,
liquidation, arrangement or merger), by a person
(or two or more persons who in such acquisition have
acted jointly or in concert or intend to exercise
jointly or in concert any voting rights attaching to
the securities acquired), directly or indirectly, of
the beneficial ownership of such number of voting
securities or rights to voting securities of the
Corporation, which together with such person's then
owned voting securities and rights to voting
securities, if any, represent (assuming the full
exercise of such rights to voting securities) more
than 20% of the combined voting power of the
Corporation's then outstanding voting securities,
together with the voting securities acquired and such
person's previously owned rights to voting
securities; or
(ii) individuals who were members of the Board of
Directors of the Corporation immediately prior to a
meeting of the shareholders of the Corporation
involving a contest for or on an item of business
relating to the election of directors shall not
constitute a majority of the Board of Directors
following such election.
(d) "Compensation Committee" means the Committee of the Board of
Directors of the Corporation from time to time appointed to
fix the
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remuneration of executives of the Corporation or, if
such Committee has not been appointed, means the Board of
Directors of the Corporation.
(e) "constructive dismissal" means, unless consented to by the
Executive in writing, any action by the Corporation which
constitutes constructive dismissal of the Executive,
including, without limiting the generality of the foregoing:
(i) any material reduction in the Executive's office,
titles, positions, duties, responsibilities, powers
or reporting relationships;
(ii) any reduction in the annual salary of the Executive;
(iii) a requirement to relocate to another province, state
or country; and
(iv) any reduction in the value of the Executive's
employee benefits plans and programmes, including,
without limiting the generality of the foregoing,
bonus arrangements.
(f) "confidential information" means information, processes,
know-how, data, trade secrets, techniques, knowledge and other
confidential information not generally known to the public
relating to or connected with the business or corporate
affairs and operations of the Corporation and its affiliates.
(g) "control" has the meaning ascribed to that term in the Canada
Business Corporations Act.
(i) "person" has the meaning ascribed to that term in the Canada
Business Corporations Act.
(j) "subsidiary" of a corporation means, at any time, a
corporation of which the corporation has control at that time,
whether directly or indirectly through one or more
subisdiaries.
2. EMPLOYMENT
2.1 Position, Duties and Responsibilities of Executive
The Executive shall have such responsibilities and powers as the Board
of Directors or the by-laws of the Corporation or the Executive's superiors may
from time to time prescribe. The Executive shall devote the whole of his time to
the Executive's duties hereunder and shall use his best efforts to promote the
interests of the Corporation. The executive shall, during the term of this
agreement:
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(a) perform such managerial duties and responsibilities for the
Corporation as may be assigned to him by the Chief Executive
Officer and by the Board of Directors of the Corporation, and
at no additional remuneration, shall serve in such other
comparable positions with affiliates and associates of the
Corporation as the Board of Directors of the Corporation may
from time to time determine; and
(b) accept such office or offices to which he may be elected or
appointed by the Chief Executive Officer or by the Board of
Directors of the Corporation in addition to those of
Vice-President, Human Resources and Corporate Services,
provided that the performance of the duties of such offices
shall be consistent with the scope of the duties assigned in
accordance with or as provided for in section 2.1(a) above.
2.2 Term of Agreement
The term of this Agreement shall commence on the date hereof, and shall
continue in effect to and including the earlier of:
(a) the date of voluntary retirement of the Executive in
accordance with the retirement policies established for senior
employees of the Corporation; or
(b) the voluntary resignation of the Executive other than a
voluntary resignation pursuant to either section 2.6(b)(ii) or
section 2.6(b)(iii) hereof.
2.3 Termination of Agreement upon Disability of Executive
If at the end of any month the Executive is and has been for a period
of more than twelve (12) consecutive months unable to perform the duties
specified pursuant to this Agreement in the normal and regular manner due to
mental or physical disability, this Agreement may be terminated by the
Corporation on 30 days' notice. Notwithstanding anything contained in this
Section 2.3, the Executive shall be entitled to all benefits provided under the
disability and pension plans of the Corporation or its affiliates applicable to
the Executive at the date of this Agreement.
2.4 Termination of Agreement upon Death of Executive
If the Executive dies, this Agreement shall be terminated immediately
on the date of the Executive's death. Provided that the Executive is insurable
at reasonable premium rates, the Corporation shall cause to be obtained and
maintained during the term of this
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Agreement a life insurance policy naming beneficiaries specified by the
Executive, which life insurance policy shall provide a lump sum payment of not
less than two times the Executive's salary to such beneficiaries in the event
that the Executive dies during the term of this Agreement. This insurance policy
shall be in addition to and not in substitution for any insurance policies
provided to the Executive under the Corporation's benefit plans and programmes.
2.5 Termination of Agreement by the Corporation for Cause
The Corporation may terminate this Agreement at any time without notice
in the event the Executive shall be convicted of a criminal act of dishonesty
resulting or intended to result directly or indirectly in gain or personal
enrichment of the Executive at the expense of the Corporation, or for other
sufficient cause pursuant to written notice setting forth particulars of such
cause.
2.6 Severance Entitlement Upon Termination of Employment of the Executive
(a) The provisions of sub-section 2.6(c) shall not apply to, and
the Executive shall not be entitled to receive any severance
payments or other benefits as provided for in this Agreement
as a result of any circumstance where the termination of the
Executive's employment arises from the occurrence of any event
described in any of sections 2.2, 2.3, 2.4 or 2.5 hereof.
(b) The provisions of sub-section 2.6(c) shall, except as
specifically provided in sub-section 2.6(a) hereof, apply in
all circumstances where the Executive's employment with the
Corporation terminates, including, without limiting the
generality of the foregoing, any of the following
circumstances:
(i) where the Corporation terminates the employment of
the Executive for any reason other than for cause;
or,
(ii) where the Executive, by notice in writing to the
Corporation, terminates his employment with the
Corporation within ninety (90) days following
constructive dismissal of the Executive;
(iii) where the Executive, by notice in writing to the
Corporation, terminates his employment with the
Corporation within ninety (90) days following a
change of control of the Corporation as described in
section 1(c)(i).
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(c) In the event of the termination of the Executive's employment
as provided in sub-section 2.6(b) hereof, the following
provisions shall apply:
(i) the Executive shall be entitled to receive and the
Corporation shall forthwith pay to the Executive, a
retiring allowance (hereinafter called the "Retiring
Allowance") in an undiscounted cash amount equal to
one (1) month's base salary multiplied by the number
of years of service of the Executive with the
Corporation subject to a minimum entitlement and
payment equal to twenty-four (24) months' base salary
and a maximum entitlement and payment equal to thirty
(30) months' base salary;
(ii) in addition, the Executive shall be entitled to
receive and the Corporation shall forthwith pay to
the Executive an undiscounted cash amount equal to
the value to the Executive of all those benefits
plans and programmes provided by the Corporation and
listed in Schedule "A" attached hereto for a period
of time equal to one (1) month for every year of
service of the Executive with the Corporation with a
minimum entitlement and payment equal to twenty-four
(24) months of benefits value and a maximum
entitlement and payment equal to thirty (30) months
of benefits value. All amounts payable under this
sub-section 2(c)(ii) shall be determined by a Fellow
of the Canadian Institute of Actuaries acceptable to
the Corporation and the Executive;
(iii) in addition, the Executive shall be entitled to
receive and the Corporation shall forthwith pay to
the Executive an undiscounted amount equal to the
product obtained by multiplying by two (2) the
Executive's target bonus under the Corporation's
Total Compensation Plan or such other similar plan
that may have replaced the Total Compensation Plan
for the year in which his employment is terminated;
(iv) all options for the purchase of shares of the
Corporation which have been granted by the
Corporation to the Executive prior to January 31,
1995 under the Executive Stock Option Plan (1990) or
(1994) but not yet vested shall immediately vest on
the date of termination of the Executive and the
Executive shall be entitled to
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exercise all such options for the purchase of shares
of the Corporation for a period of five (5) years
from the date of termination of the Executive
whether the options vested on or before the date of
termination of the Executive;
(v) all options for the purchase of shares of the
Corporation granted by the Corporation to the
Executive since January 1, 1995 under the Incentive
Stock Option Plan (1994) or otherwise (including,
without limitation, those options granted to the
Executive on January 31, 1995) to the date of
termination of the Executive but not yet vested shall
immediately vest on the date of termination of the
Executive and the Executive shall be entitled to
exercise any or all such options for the purchase of
shares of the Corporation for a period of one (1)
year from the date of termination of the Executive
whether such options vested on or before the date
of termination of the Executive;
(vi) the Corporation and the Executive agree that the
provisions of section 2.6(c) are fair and reasonable
and that the amounts payable by the Corporation to
the Executive pursuant to section 2.6(c) are
reasonable estimates of the damages which will be
suffered by the Executive in the event of the
termination of his employment with the Corporation in
any and all of the circumstances set out in section
2.6(b) and shall not be construed as a penalty; and,
(vii) all amounts paid by the Corporation to the Executive
pursuant to section 2.6(c) shall satisfy and forever
discharge all liabilities, claims or actions that the
Executive may or shall have against the Corporation
arising from the termination of employment of the
Executive whether at common law or under statute or
otherwise and such payment shall be made against
delivery by the Executive to the Corporation of a
release in form and terms reasonably satisfactory to
the Corporation and the Executive.
2.7 Directors' and Officers' Liability Insurance
Unless otherwise agreed between the parties hereto, Gulf shall purchase
and maintain, or cause to be purchased and maintained, while the Executive
remains an
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officer of Gulf and for a period of 10 years thereafter, directors' and
officers' errors and omissions insurance for the benefit of the Executive on
terms no less favourable in terms of coverage, and amounts, to the extent
available on reasonable commercial terms, than such insurance maintained in
effect by the Corporation on the date hereof.
3. INTEGRATION
Except for the Executive's rights to continued participation in the
Corporation's employee benefit plans, including, without limitation, the
Corporation's or its affiliates' stock option plans and savings plans and
conditions of employment generally available to other Executives of the
Corporation or its affiliates, this Agreement contains the entire agreement
between the parties and supersedes all prior oral and written agreements,
understandings, commitments and practices between the parties, including all
prior employment agreements, whether or not fully performed by the Executive
before the date of this Agreement. No amendments to this Agreement may be made
except in writing signed by both parties.
4. CONFIDENTIAL INFORMATION
In the event of termination of employment of the Executive, the
Executive agrees to keep confidential all information of a confidential or
proprietary nature concerning the Corporation, its subsidiaries and affiliates
and their respective operations, assets, finances, business and affairs and
further agrees not to use such information for personal advantage or the
advantage of an employer, provided that nothing herein shall prevent disclosure
of information which is publicly available or which is required to be disclosed
under appropriate statues, rules of law or legal process.
5. SEVERABILITY
The invalidity and unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.
6. BENEFIT OF AGREEMENT
This Agreement shall enure to and be binding upon the Corporation and
its successors and the Executive and his legal representatives but otherwise it
is not assignable. It shall be a condition of any transfer by the Corporation of
the Executive to
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any affiliate or associate of the Corporation that, on request
of the Executive, such affiliate or associate agree to observe all the covenants
of and be bound by all obligations imposed on the Corporation under this
Agreement. The failure to do so shall be deemed to constitute a constructive
dismissal of the Executive for the purposes of section 2.6.
7. CHOICE OF LAW
This Agreement shall be governed and interpreted in accordance with the
laws of the Province of Alberta, which Province shall be the sole and proper
forum with respect to any suit brought with respect to this Agreement.
8. COPY OF AGREEMENT
The Executive hereby acknowledges having received a copy of this
Agreement duly signed by the Corporation.
IN WITNESS WHEREOF the parties hereto have duly executed and delivered
this Agreement.
GULF CANADA RESOURCES LIMITED
_____________________________
_____________________________
/s/ XXXXX XXXXXX
_____________________________ _____________________________
Witness XXXXX XXXXXX
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SCHEDULE "A"
BENEFITS PROVIDED TO EXECUTIVES
GROUP LIFE INSURANCE
Plan provides basic coverage equal to two times annual salary to a maximum of
$750,000. This is 100% Corporation paid and is in addition to the personal life
insurance referred to in section 2.4 of the Employment Agreement.
Voluntary insurance and dependent insurance are also available and all premiums
are paid by the employee.
ACCIDENTAL DEATH AND DISMEMBERMENT
Canadian based executives:
Plan provides coverage of three times annual salary in the event of accidental
death to a maximum of $500,000. Lesser amounts are paid for loss of limb, etc.
Premiums are 100% Corporation paid.
U.S. based executives:
Plan provides coverage of two times salary in the event of accidental death to a
maximum of $750,000. Lesser amounts are paid for loss of limb, etc. Premiums are
100% Corporation paid.
SICK LEAVE
Depending on your years of service, the Corporation pays up to 26 weeks at full
pay and 26 weeks at two-thirds pay.
LONG TERM DISABILITY
Canadian based executives:
Plan provides coverage of two-thirds of salary to a maximum benefit of $6,000
per month. Premiums are cost shared with the Corporation paying 2/3 and the
employee paying 1/3.
U.S. based executives:
Plan provides coverage of 60% of salary to a maximum benefit of $10,000 per
month. Premiums are cost shared with the Corporation paying 2/3 and the employee
paying 1/3.
PROVINCIAL HEALTH CARE
For Canadian based employees the Corporation will pay 50% of the premiums for
health care in any province where premiums are charged.
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HEALTH CARE BENEFIT
Canadian based executives:
The plan provides 100% coverage for semi-private hospital rooms and 85% coverage
for most other health services including generic prescription drugs,
physiotherapy, and para-medical practitioners. An annual $25 deductible applies
to most services and premiums are shared between the Corporation and the
employee.
U.S. based executives:
The plan provides 100% coverage for all medical services including doctor's
appointments, hospital rooms, generic prescription drugs, physiotherapy, and
para-medical practitioners. A co-payment by the employee is required for most
services. Premiums are shared with the Corporation paying the full cost of an
HMO plan for the employee and 50% of all costs for dependents. Employees pay the
cost difference for a more comprehensive plan (i.e. POS of Indemnity) and 50% of
the cost for dependents.
VISION CARE
Canadian based executives:
Plan covers 85% of the cost for glasses/contact lenses to a maximum of $175 plus
85% of the cost of an eye exam per person every two calendar years. Corporation
pays 100% of the premiums.
U.S. based executives:
Plan covers 100% of the cost of glasses/contact lenses and eye exams per person
once per calendar year. Employees pay a $20 co-payment and the Corporation pays
100% of the premiums.
DENTAL PLAN
Canadian based executives:
Plan pays 80% of routine dental care and 50% of major dental care to a maximum
of $1,500 per person per calendar year. Orthodontic coverage is provided for
children under 18 and is paid at 50% of the cost to an annual maximum of $1,500
and a lifetime maximum of $5,000. The Corporation pays 100% of the premiums.
U.S. based executives:
Plan pays 80% of routine dental care and 50% of major dental care to a maximum
of $1,500 per person per calendar year. Orthodontic coverage is provided for
children under 18 and is paid at 50% of the cost with a lifetime maximum of
$2,000. The Corporation pays 100% of the premiums.
HEALTH SPENDING ACCOUNT
To assist with medical/dental expenses not covered by the above plans, an annual
amount of $800 will be provided by the Corporation. This money can be used to
pay for deductibles and co-payments on an after tax basis if left in the account
or can be taken as cash and added to the semi-monthly pay. U.S. employees may
top up this amount from their own earnings if they wish.
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SAVINGS ALLOWANCE
A payment of 4.5% of base salary is made to all executives. In Canada this is
added to semi-monthly pay and in the U.S. it is contributed to the 401(k) plan
to the maximum amount allowed, with any excess added to semi-monthly pay.
PENSION PLAN
Any employee with service as an executive prior to January 1, 1996 has pension
accrued under the Executive Pension Plan and Superannuation Plan. Service in
these plans has been frozen and the resulting pension will be calculated based
on earnings at the time of termination/retirement.
For service after January 1, 1996 all employees participate in a defined
contribution pension plan. No employee contributions are allowed and the
Corporation's contribution is based on years of plan membership. Contributions
are made monthly to the registered plan to the maximum amount allowed under
legislation and the employee directs the investment of these funds. If the
annual contribution exceeds the amount allowed by legislation, the excess is
added to semi-monthly pay.
PARKING
Executives are eligible for parking for one vehicle at the Corporation's office.
LUNCHEON CLUB
Executives may join a luncheon club with the Corporation paying annual dues and
assessments. Luncheon club memberships are taken in the Corporation's name so
they may be reassigned to other individuals in the event the executives retires
or leaves the Corporation.
PERQUISITE ALLOWANCE
In addition to regular salary, the Corporation will pay a perquisite allowance
of $12,000 per year. These funds are to be used at the discretion of the
employee.
OUTPLACEMENT COUNSELLING
If severance is payable under section 2.6(c) of the Employment Agreement, the
Corporation shall provide outplacement counselling services to a maximum value
of $20,000 or cash, in lieu thereof, of $20,000.
