EXHIBIT 10(a)
EMPLOYMENT AGREEMENT
AGREEMENT by and between Anadarko Petroleum
Corporation, a Delaware corporation (the "Company") and Xxxxxx
Xxxxxxx III ("Executive") dated as of the 19th day of May, 2000.
The Company has determined that it is in the best
interests of the Company and its shareholders to assure that
Union Pacific Resources Group Inc., a Utah corporation ("UPR")
will have the continued dedication of Executive pending the
merger of the Company, Dakota Merger Corp. and UPR (the "Merger")
pursuant to the Agreement and Plan of Merger dated as of April 2,
2000 (the "Merger Agreement") and to provide the surviving
corporation after the Merger with continuity of management.
Therefore, in order to accomplish these objectives, the Company
and Executive desire to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Effective Date. The "Effective Date" shall mean the
effective date of the Merger.
2. Employment Period. The Company hereby agrees to employ
Executive, and Executive hereby agrees to enter into the employ
of the Company subject to the terms and conditions of this
Agreement, for the period commencing on the Effective Date and
ending on the third anniversary thereof (such period, the
"Employment Period").
3. Terms of Employment. (a) Position and Duties. (i) During
the Employment Period, Executive shall serve as the sole Vice
Chairman of the Company, reporting directly to the Chief
Executive Officer of the Company, with such authority, duties and
responsibilities as are commensurate with such position and as
may be consistent with such position, which shall include, but
not be limited to, primary responsibility for: (A) operations in
Canada and Latin America; (B) business/corporate development
(including mergers, acquisitions and dispositions); and (C)
merger transition and integration of UPR with and into the
Company. During the Employment Period, Executive shall also
serve as a member of the Board of Directors of the Company (the
"Board"). Executive's services hereunder shall be performed in
Houston, Texas.
(i)
(ii) During the Employment Period, and excluding any periods of
vacation and sick leave to which Executive is entitled, Executive
agrees to devote substantially all of Executive's attention and
time during normal business hours to the business and affairs of
the Company and, to the extent necessary to discharge the
responsibilities assigned to Executive hereunder, to use
Executive's reasonable best efforts to perform faithfully and
efficiently such responsibilities. During the Employment Period
it shall not be a violation of this Agreement for Executive to
(A) serve on corporate, civic or charitable boards or committees,
(B) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (C) manage personal investments, so
long as such activities do not significantly interfere with the
performance of Executive's responsibilities as an employee of the
Company in accordance with this Agreement. It is expressly
understood and agreed that to the extent that any such activities
have been conducted by Executive prior to the Effective Date, the
continued conduct of such activities (or the conduct of
activities similar in nature and scope thereto) subsequent to the
Effective Date shall not thereafter be deemed to interfere with
the performance of Executive's responsibilities to the Company.
(b) Compensation. (i) Base Salary and Guaranteed Annual
Compensation. During the Employment Period, Executive shall
receive an annual base salary ("Annual Base Salary") of $800,000.
The Base Salary shall be paid to Executive in accordance with the
Company's usual payroll practices.
(ii) Annual Bonus. During the Employment Period, Executive shall
be eligible to receive an annual cash bonus ("Annual Bonus") on
the same basis as the most senior executives of the Company other
than the Chief Executive Officer ("Peer Executives").
(iii) Guaranteed Annual Compensation. During the Employment
Period, the sum of the Annual Base Salary and the Annual Bonus
that Executive shall receive per year will be at least $1,500,000
(the "Guaranteed Annual Compensation").
(iv) Incentive Awards. On the Effective Date, the Company shall
grant Executive (A) 125,000 shares of restricted common stock of
the Company (the "Restricted Shares"), (B) 125,000 shares of
unrestricted common stock of the Company, and (C) an option to
acquire 500,000 shares of the common stock of the Company (the
"Option"), in each case pursuant to the terms of the Company's
stock incentive plans. The Option will have an exercise price
per share equal to the fair market value of the stock subject
thereto on the date of grant (as determined under the terms of
the Company's stock incentive plan). The Option shall remain
exercisable until the seventh anniversary of the date of grant.
Except as otherwise provided herein, the Option shall vest, and
restrictions on the Restricted Shares shall lapse, in three equal
installments on the last day of the first, second, and third
years of the Employment Period.
(v) Retirement Benefits. (A) Upon termination of employment
for any reason, Executive shall be entitled to a retirement
benefit calculated in accordance with the Company Retirement
Restoration Plan (the "Restoration Plan") calculated as if
Executive terminated employment at age 57 with 17 years of
credited service and a minimum final average pay of $1,500,000.
This Restoration Plan benefit will be in the form of a single
life annuity and shall not be less than $359,222 per year (before
offsets for other qualified or nonqualified plans pursuant to
this Section 3(b)(v)(A)). The Restoration Plan benefit shall
then be reduced by any annuity amounts otherwise payable to
Executive based on his actual age at termination pursuant to (1)
any other qualified retirement plans of UPR or the Company, (2)
the Supplemental Pension Plan for Exempt Salaried Employees of
Union Pacific Resources Company and Affiliates (including any
annuity contracts previously secured to provide for a portion of
such benefit) and (3) any other nonqualified retirement plan of
UPR or the Company (each UPR Plan as in effect immediately prior
to the Effective Date) (such reduced benefit, the "Net Retirement
Benefit"). Executive may elect within a reasonable period of
time, as determined by the Company, following his Date of
Termination (as defined below) to take this Net Retirement
Benefit in the form of an annuity or an actuarially equivalent
lump sum payment upon termination, or, to the extent agreed to by
Executive and the Company, commencement of such distribution may
be deferred pursuant to an agreement entered into by Executive
and the Company prior to Executive's termination of employment.
The amount of such annuity or lump sum payment(s) shall be
determined based on the methods used for calculating such amounts
under the Company's qualified plan in effect as of the Date of
Termination and based on Executive's actual age at termination.
A sample calculation assuming termination at age 55, age 56 and
age 57 is provided in the attached schedule. The parties agree
and acknowledge that Executive has relied on the methodology set
forth in such calculations in entering into this Agreement.
(B) Upon termination of employment for any
reason, Executive shall also become eligible for lifetime retiree
medical coverage for Executive and Executive's then-current
spouse commencing as of the Date of Termination and such retiree
medical coverage shall be in accordance with that provided to
Peer Executives under the Company's retiree medical plan.
(vi) Other Employee Benefit Plans. During the Employment Period,
except as otherwise expressly provided herein, Executive shall be
entitled to participate in all employee benefit, welfare and
other plans, practices, policies and programs of the Company on a
basis no less favorable to Executive, in the aggregate, than the
benefits provided generally to Peer Executives.
(vii) Expenses. During the Employment Period, Executive
shall be entitled to receive prompt reimbursement for all
reasonable business expenses incurred by Executive in accordance
with the Company's usual policies and practices generally
applicable to Peer Executives.
(viii) Fringe Benefits. During the Employment Period,
Executive shall receive fringe benefits no less favorable than
those provided generally to Peer Executives.
(ix) Relocation. During the Employment Period, Executive shall
receive relocation benefits no less favorable than those provided
generally to Peer Executives; provided, however, that if
Executive relocates at the Company's request prior to the
commencement of the Employment Period, such relocation benefits
shall be applicable to expenses incurred in such relocation.
(x) Vacation. During the Employment Period, Executive shall be
entitled to paid vacation in accordance with the plans, policies,
programs and practices of the Company and its affiliated
companies, on a basis no less favorable than that applicable
generally to Peer Executives.
4. Termination of Employment. (a) Death or Disability.
Executive's employment shall terminate automatically upon
Executive's death during the Employment Period. If the Company
determines in good faith that the Disability of Executive has
occurred during the Employment Period (pursuant to the definition
of Disability set forth below), it may give to Executive written
notice in accordance with Section 11(b) of this Agreement of its
intention to terminate Executive's employment. In such event,
Executive's employment with the Company shall terminate effective
on the 30th day after receipt of such notice by Executive (the
"Disability Effective Date"), provided that, within the 30 days
after such receipt, Executive shall not have returned to
full-time performance of Executive's duties. For purposes of
this Agreement, "Disability" shall mean the absence of Executive
from Executive's duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to
mental or physical illness which is determined to be total and
permanent by a physician selected by the Company or its insurers
and acceptable to Executive or Executive's legal representative.
(b) Cause. The Company may terminate Executive's employment
during the Employment Period for Cause or other than for Cause.
For purposes of this Agreement, "Cause" shall mean:
(i) the willful continued failure of Executive to perform
substantially Executive's duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity
due to physical or mental illness), after a written demand for
substantial performance is delivered to Executive by the Board or
the Chief Executive Officer of the Company which specifically
identifies the manner in which the Board or Chief Executive
Officer believes that Executive has not substantially performed
Executive's duties, or
(ii) the willful engaging by Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious
to the Company, or
(iii) conviction of a felony or a guilty or nolo contendere
plea by Executive with respect thereto.
(c) Good Reason. Executive's employment may be terminated by
Executive for Good Reason. For purposes of this Agreement, "Good
Reason" shall mean, in the absence of a written consent of
Executive:
(i) the assignment to Executive of any duties inconsistent in
any respect with Executive's position (including status, offices,
titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 3(a) of this
Agreement, or any other action by the Company which, in
Executive's reasonable judgment, results in a diminution in such
position, authority, duties or responsibilities, excluding for
this purpose an isolated, insubstantial and inadvertent action
not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by Executive;
(ii) any failure by the Company to comply with any of the
provisions of Section 3(b) of this Agreement, other than an
isolated, insubstantial and inadvertent failure not occurring in
bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by Executive;
(iii) the Company's requiring Executive to be based at any
office or location more than 25 miles from that provided in
Section 3(a)(i) hereof;
(iv) any purported termination by the Company of Executive's
employment otherwise than as expressly permitted by this
Agreement; or
(v) any failure by the Company to comply with and satisfy
Section 10(c) of this Agreement.
For purposes of this Section 4(c), any good faith determination
of "Good Reason" made by Executive shall be conclusive.
(d) Notice of Termination. Any termination by the Company for
Cause, or by Executive for Good Reason, shall be communicated by
Notice of Termination to the other party hereto given in
accordance with Section 11(b) of this Agreement. For purposes of
this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth
in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under
the provision so indicated, and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not
more than thirty days after the giving of such notice). The
failure by Executive or the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of
Executive or the Company, respectively, hereunder or preclude
Executive or the Company, respectively, from asserting such fact
or circumstance in enforcing Executive's or the Company's rights
hereunder.
(e) Date of Termination. "Date of Termination" means (i) if
Executive's employment is terminated by the Company for Cause, or
by Executive for Good Reason, the date of receipt of the Notice
of Termination or any later date specified therein within 30 days
of such notice, as the case may be, (ii) if Executive's
employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on which
the Company notifies Executive of such termination, and (iii) if
Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of
Executive or the Disability Effective Date, as the case may be.
5. Obligations of the Company Upon Termination. (a) Good
Reason; Other Than for Cause; Death or Disability. If, during
the Employment Period, the Company shall terminate Executive's
employment other than for Cause, including by reason of
Executive's Disability, or Executive shall terminate employment
for Good Reason or by reason of death, this Agreement shall
terminate without further obligations to Executive other than as
follows:
(i) the Company shall pay to Executive (or Executive's estate or
legal representative) in a lump sum in cash within 30 days after
the Date of Termination the amount equal to the unpaid balance of
Executive's Guaranteed Annual Compensation for the year in which
Executive's Date of Termination occurs and Executive's Guaranteed
Annual Compensation for each remaining year, if any, of the
Employment Period;
(ii) the Option shall vest immediately and shall remain
exercisable for the balance of the Employment Period, but in no
event for less than three years following the Date of
Termination;
(iii) any restrictions on (A) the Restricted Shares, and (B)
any restricted shares granted to Executive by UPR and converted
into restricted shares of Company stock in the Merger, shall
lapse immediately;
(iv) any unvested options granted to Executive by UPR and
converted into options on Company stock in the Merger shall vest
in full;
(v) to the extent not theretofore paid or provided, the Company
shall timely pay or provide to Executive any other amounts or
benefits required to be paid or provided or which Executive is
eligible to receive under any plan, program, policy or practice
or contract or agreement of the Company and its affiliated
companies through the Date of Termination (such other amounts and
benefits shall be hereinafter referred to as the "Other
Benefits"); and
(vi) the Retirement Benefit shall become payable.
(b) Cause; Other than for Good Reason. If Executive's
employment shall be terminated for Cause or Executive terminates
Executive's employment without Good Reason during the Employment
Period, this Agreement shall terminate without further
obligations to Executive other than the obligation to pay or
provide to Executive (i) the Annual Base Salary through the Date
of Termination, (ii) the earned Annual Bonus for the previous
year, if any, (iii) the Retirement Benefit, and (iv) Other
Benefits, in each case to the extent theretofore unpaid.
6. Certain Covenants. (a) Confidential Information. Executive
shall hold in a fiduciary capacity for the benefit of the Company
and its affiliated companies during the Employment Period and
thereafter all secret or confidential information, knowledge or
data relating to the Company or any of its affiliated companies
(including, without limitation, any proprietary and not publicly
available information concerning any processes, methods, trade
secrets, research, secret data, costs or names of users or
purchasers of their respective products or services, business
methods, operating procedures or programs or methods of promotion
and sale) that Executive obtains during Executive's employment by
the Company or any of its affiliated companies (including his
prior employment with UPR) and that is not public knowledge
(other than as a result of Executive's violation of this Section
6(a)) ("Confidential Information"). For the purposes of this
Section 6(a), information shall not be deemed to be publicly
available merely because it is embraced by general disclosures or
because individual features or combinations thereof are publicly
available. Executive shall not communicate, divulge or
disseminate Confidential Information at any time during or after
Executive's employment with the Company or any its affiliated
companies, except with the prior written consent of the Company,
or such affiliate, as applicable, or as otherwise required by law
or legal process.
(b) Noncompetition and Nonsolicitation. During the Employment
Period and for the shorter of (x) one year following the Date of
Termination, or (y) the period ending on the third anniversary of
the Effective Date, Executive shall not: (i) engage, anywhere
within the geographical areas in which the Company or any of its
affiliated companies is then conducting its business operations,
directly or indirectly, alone, in association with, or as a
shareholder, principal, agent, partner, officer, director,
employee or consultant of any other organization, in any business
(a "Competitive Business") that competes with any business then
being conducted by the Company or such affiliate; (ii) solicit or
encourage any individual who is an officer, employee or
consultant of the Company or any of its affiliated companies to
leave the employ of the Company or its affiliated companies; or
(iii) solicit, divert or take away, the business or patronage of
any of the customers or accounts, or prospective customers or
accounts, of the Company or any affiliate, which were contacted,
solicited or served by Executive while employed by the Company or
UPR; provided, however, that nothing herein shall prohibit
Executive from owning a maximum of two percent (2%) of the
outstanding stock of any publicly traded corporation.
(c) In the event of a breach or threatened breach of this
Section 6, Executive agrees that the Company shall be entitled to
injunctive relief in a court of appropriate jurisdiction to
remedy any such breach or threatened breach. Executive
acknowledges that damages would be inadequate and insufficient.
7. Non-exclusivity of Rights. Except as specifically provided,
nothing in this Agreement shall prevent or limit Executive's
continuing or future participation in any plan, program, policy
or practice provided by the Company or any of its affiliated
companies and for which Executive may qualify, nor, subject to
Section 11(f), shall anything herein limit or otherwise affect
such rights as Executive may have under any contract or agreement
with the Company or any of its affiliated companies. Amounts
which are vested benefits or which Executive is otherwise
entitled to receive under any plan, policy, practice or program
of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice
or program or contract or agreement except as explicitly modified
by this Agreement.
8. No Mitigation; Legal Fees. In no event shall Executive be
obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to Executive under any
of the provisions of this Agreement, and such amounts shall not
be reduced whether or not Executive obtains other employment.
The Company agrees to pay as incurred, to the full extent
permitted by law, all legal fees and expenses that Executive may
reasonably incur as a result of any contest (regardless of the
outcome thereof) by the Company, Executive or others of the
validity or enforceability of, or liability under, any provision
of this Agreement or any guarantee of performance thereof
(including as a result of any contest by Executive about the
amount of any payment pursuant to this Agreement), plus in each
case interest on any delayed payment at the applicable Federal
rate provided for in Section 7872(f)(2)(A) of the Internal
Revenue Code of 1986, as amended (the "Code").
9. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding
and except as set forth below, in the event it shall be
determined that any payment or distribution by the Company or any
of its affiliated companies to or for the benefit of Executive
(whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise, but determined
without regard to any additional payments required under this
Section 9) (a "Payment") would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties
are incurred by Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then
Executive shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by
Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 9(c), all
determinations required to be made under this Section 9,
including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by KPMG
Peat Marwick LLP or such other certified public accounting firm
reasonably acceptable to the Company as may be designated by
Executive (the "Accounting Firm") which shall provide detailed
supporting calculations both to the Company and Executive within
15 business days of the receipt of notice from Executive that
there has been a Payment, or such earlier time as is requested by
the Company. All fees and expenses of the Accounting Firm shall
be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 9, shall be paid by the
Company to Executive within five days of (i) the later of the due
date for the payment of any Excise Tax, and (ii) the receipt of
the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon the Company and Executive.
As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments
which will not have been made by the Company should have been
made ("Underpayment"), consistent with the calculations required
to be made hereunder. In the event that the Company exhausts its
remedies pursuant to Section 9(c) and Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Company
to or for the benefit of Executive.
(c) Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would
require the payment by the Company of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later
than ten business days after Executive is informed in writing of
such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid.
Executive shall not pay such claim prior to the expiration of the
30-day period following the date on which it gives such notice to
the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the
Company notifies Executive in writing prior to the expiration of
such period that it desires to contest such claim, Executive
shall:
(i) give the Company any information reasonably requested by the
Company relating to such claim,
(ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to
time, including, without limitation, accepting legal
representation with respect to such claim by an attorney
reasonably selected by the Company,
(iii) cooperate with the Company in good faith in order
effectively to contest such claim, and
(iv) permit the Company to participate in any proceedings
relating to such claim;
provided, however, that the Company shall bear and pay directly
all costs and expenses (including additional interest and
penalties) incurred in connection with such contest and shall
indemnify and hold Executive harmless, on an after-tax basis, for
any Excise Tax or income tax (including interest and penalties
with respect thereto) imposed as a result of such representation
and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 9(c), the Company shall
control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such claim and may, at
its sole option, either direct Executive to pay the tax claimed
and xxx for a refund or contest the claim in any permissible
manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company
directs Executive to pay such claim and xxx for a refund, the
Company shall advance the amount of such payment to Executive, on
an interest-free basis and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax or income
tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided
that any extension of the statute of limitations relating to
payment of taxes for the taxable year of Executive with respect
to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company's
control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and Executive
shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other
taxing authority.
(d) If, after the receipt by Executive of an amount advanced by
the Company pursuant to Section 9(c), Executive becomes entitled
to receive any refund with respect to such claim, Executive shall
(subject to the Company's complying with the requirements of
Section 9(c)) promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by Executive of
an amount advanced by the Company pursuant to Section 9(c), a
determination is made that Executive shall not be entitled to any
refund with respect to such claim and the Company does not notify
Executive in writing of its intent to contest such denial of
refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall
offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.
10. Successors. (a) This Agreement is personal to Executive
and without the prior written consent of the Company shall not be
assignable by Executive otherwise than by will or the laws of
descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by Executive's legal
representatives.
(b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company
to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As
used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
11. Miscellaneous. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas,
without reference to principles of conflict of laws. The
captions of this Agreement are not part of the provisions hereof
and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and
legal representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or
by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Executive: Xxxxxx Xxxxxxx III
c/o Anadarko Petroleum Corporation
00000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
If to the Company: Anadarko Petroleum Corporation
00000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: General Counsel
or to such other address as either party shall have furnished to
the other in writing in accordance herewith. Notices and
communications shall be effective when actually received by the
addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.
(d) The Company may withhold from any amounts payable under this
Agreement such federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or
regulation.
(e) Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to
assert any right Executive or the Company may have hereunder,
including, without limitation, the right of Executive to
terminate employment for Good Reason pursuant to
Section 4(c)(i)-(v) of this Agreement, shall not be deemed to be
a waiver of such provision or right or any other provision or
right of this Agreement.
(f) From and after the Effective Date, subject to Section 12 and
except as otherwise specifically provided herein, this Agreement
shall supersede any other employment, severance or change of
control agreement, arrangement, or understanding, whether written
or oral, between the parties and between Executive and UPR,
including, without limitation, the Agreement dated October 21,
1999 by and between UPR and Executive.
(g) This Agreement shall be void and of no further force or
effect if the Merger is not consummated or upon termination of
the Merger Agreement.
12. Change of Control. Executive shall be provided the Key
Employee Change of Control Contract of the Company that is
provided to Peer Executives. Such Key Employee Change of Control
Contract shall be applicable solely upon a Change of Control
subsequent to the Merger (as such term is defined therein). In
the event Executive's employment terminates during the Employment
Period following a Change of Control of the Company subsequent to
the Merger, Executive may elect to receive severance and
retirement benefits under the terms of either this Employment
Agreement or the Key Employee Change of Control Contract, but not
under both Agreements.
IN WITNESS WHEREOF, Executive has hereunto set
Executive's hand and, pursuant to the authorization from its
Board of Directors, the Company has caused this Agreement to be
executed in its name on its behalf, all as of the day and year
first above written.
Xxxxxx Xxxxxxx III
ANADARKO PETROLEUM CORPORATION
By
Name:
Date:
