Exhibit 10
AGREEMENT
This Agreement, executed this 4th day of February 2003 by and between Xxxxxxx X.
Xxxxxxxxx (hereinafter "Employee"), and Union Oil Company of California
("Company") and Unocal Corporation ("Unocal").
WHEREAS, Employee is currently the Vice President & Chief Legal Officer of
Unocal and Company on an interim basis at an annual base salary of $315,000.00;
WHEREAS, Employee, Company and Unocal wish to establish the terms relating to
Employee's termination as an employee and officer.
NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement, the sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Notwithstanding any other provision of this Agreement, Unocal and
Company shall retain the right to terminate Employee's employment,
including as an officer of Unocal, at any time and for any reason,
subject only to the payment of such benefits and payments as may be
provided in this Agreement and the benefit plans and policies of Unocal
and Company.
2. For purpose of this Agreement a "qualifying termination" is any of the
following terminations of Employee's employment with Unocal and
Company:
(a) A termination of Employee's employment at any time for reasons
other than the misconduct of Employee;
(b) A termination on or after May 31, 2004 for any reason, including
upon a resignation of employment by Employee;
(c) A termination, including by Employee's resignation, any time
after 6 months following the date a new Chief Legal Officer
and/or General Counsel of Unocal assumes such duties..
(d) A termination, including by Employee's resignation, following a
reduction of Employee's current salary or incentive targets.
3. If Employee is terminated pursuant to a "qualifying termination" as
defined above, Employee shall be entitled to such severance and
termination-type benefits as are applicable to his position at Unocal
and Company, but such benefits shall be not less than the following:
(a) Employee's termination shall be treated as "at the convenience of
the Company" under the Company's Long-Term Incentive Plans thus
entitling him to the extended period to exercise vested stock
options, the vesting of Restricted Stock and the pro-rata payment
of Performance Shares, all in accordance with the terms of the
respective plans.
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(b) Unocal Employee Redeployment Program benefits; and
(c) Unocal Termination Allowance Plan benefits;
Benefits under 3(b) and 3(c) above shall not be less than the benefit that would
have been payable to Employee had his employment been terminated at the
convenience of the Company upon the elimination of his job on January 1, 2003 at
his then current salary and in accordance with the terms of said Plan and
Program as they existed on such date.
4. Unless Employee is terminated for misconduct, Employee shall receive a
Revised Incentive Compensation Plan Award for calendar year 2003 and
2004 prorated for his actual period of employment during each of said
years. For each such year, the award before pro-ration shall be not
less than the average of the percentage of target payable to employees
of the Unocal Law Department, unless reduced because Employee had
significant performance problems of which Employee was advised prior to
his termination.
5. As a condition of receipt of the payments described in Section 3 above,
the Employee agrees to execute such applications and releases as
reasonably required by Unocal and Company.
6. In the event that Unocal is precluded from making payments under
Section 3 above because of the provisions of any applicable plan,
Employee shall receive the comparable economic benefits provided under
Section 3 in cash payments, benefit plan payments or any combination
thereof.
7. This Agreement may not be modified except by a written agreement signed
by both Employee and by a Vice President of Union Oil Company of
California.
8. This Agreement shall be interpreted to be valid to the full extent
possible under the laws of the State of California.
9. Employee warrants and represents that he has not assigned or in any way
transferred any claim related to the subject matter of the Agreement
and that he will not allow or assist in such transfer or assignment in
the future.
10. Company and Unocal may not assign this Agreement, except that Company's
and Unocal's obligations hereunder shall be binding legal obligations
of Company and Unocal Corporation and any successor to all or
substantially all their business by sale, merger, consolidation or
otherwise.
11. Employee agrees that this Agreement is understood by Employee and is
voluntarily entered into by the Employee.
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12. This Agreement shall be construed as a whole according to its fair
meaning. It shall not be construed strictly for or against Employee,
Company or Unocal. The Agreement shall be governed by the statutes and
common law of the State of California.
IN WITNESS WHEREOF, this Agreement has been executed in duplicate originals.
UNION OIL COMPANY OF CALIFORNIA
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AND UNOCAL CORPORATION
By: /s/ XXXXX X. DALLAS /s/ XXXXXXX X. XXXXXXXXX
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Signature
Xxxxx X. Dallas Xxxxxxx X. Xxxxxxxxx
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Print Name Print Name
2/4/03 2/4/03
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Date Date
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