Sample Business Contracts


Employment Agreement - Unocal Corp. and Thomas E. Fisher

Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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                           UNOCAL EMPLOYMENT AGREEMENT





     This employment  agreement (the  "Agreement") is made effective as of March
12,  2003  by and  between  Unocal  Corporation,  a  Delaware  corporation  (the
"Company") and Thomas E. Fisher ("Employee").

     In  consideration  of the mutual  promises and agreements set forth herein,
the Company and Employee agree as follows:

1.   Term.
     ----

     1.1 The term of this  Agreement  (the "Term")  shall  commence on March 12,
2003  and  shall  be for  two (2)  years,  subject  to  earlier  termination  in
accordance  with the provisions of Section 4  hereinbelow.  If the Agreement has
not been subject to early  termination  in  accordance  with the  provisions  of
Section 4 hereinbelow,  beginning on March 12, 2003 and on each day  thereafter,
the Term  shall  automatically  be  extended  for an  additional  day unless the
Company notifies Employee in writing that it does not wish to further extend the
Term.  Notwithstanding the foregoing, this Agreement shall end automatically and
without  additional  notice  on the  date of the  Company's  Annual  Meeting  of
Shareholders  that  next  follows  the  date of  Employee's  sixty-fifth  (65th)
birthday.

2.   Position and Title.
     ------------------

     2.1 The  Company on behalf of itself and its  affiliates  and  subsidiaries
hereby  employs  Employee as Senior Vice  President,  Commercial  Affairs hereby
accepts such employment.

     2.2 Employee shall devote  substantially  all of his efforts on a full time
basis to the  business  and  affairs of the  Company and shall not engage in any
business  or perform  any  services in any  capacity  whatsoever  adverse to the
interests of the Company.

     2.3 Employee shall at all times faithfully,  industriously, and to the best
of his  ability,  experience,  and  talents,  perform  all of the  duties of his
position.


                                      -1-

<PAGE>



3.   Compensation.
     ------------

     3.1 As of the date of this  Agreement,  Employee's  annual  base  salary is
$311,328  Employee's base salary and performance shall be reviewed  periodically
at intervals approved by the Management  Development and Compensation  Committee
of the Board of Directors of the Company (the "Committee"),  and Employee's base
salary  may be  increased  from  time to  time  based  on  merit  or such  other
consideration as the Committee may deem appropriate.

     3.2 During the Term,  Employee  shall  participate  in all of the Company's
incentive  plans,  benefit  plans and  perquisites,  and in any new or successor
incentive plans,  benefit plans and perquisites,  that are generally provided to
executives of the Company with a level of responsibility  and stature comparable
to  Employee.   Performance  goals,  award  opportunity,   benefit  levels,  and
administrative guidelines for such plans shall be subject to review and approval
by the Committee.

4.   Termination of Employment.
     -------------------------

     4.1 During the Term, the Company may terminate Employee's employment herein
at any time for Cause or as a result of a  material  breach by  Employee  of his
obligations  under this Agreement,  provided however that, except in the case of
conviction of a felony,  the Company  shall provide  Employee with not less than
sixty (60) days prior written notice describing the behavior or conduct which is
alleged by the Company to constitute  Cause, and Employee shall be provided with
reasonable  opportunity  to correct such  behavior or conduct  within the notice
period. For purposes of this Agreement,  Cause shall be defined as any or all of
the following:

     (1)  Conduct or action by Employee  which,  in the opinion of a majority of
          the Board of Directors, is materially harmful to the Company;

     (2)  Willful failure by Employee to follow an order of the Board, except in
          such case where the  Employee  believes  in good faith that  following
          such order would be  materially  detrimental  to the  interests of the
          Company;

     (3)  Employee's conviction of a felony.

     4.2 In the event that  Employee's  employment  is terminated by the Company
for any reason other than those set forth in Paragraph 4.1 hereinabove,  or, (a)
Employee's  annual base salary is reduced  below the amount  stated in Paragraph
3.1 hereinabove  (unless such reduction is part of an across the board reduction
affecting  all Company  executives  with a comparable  level of  responsibility,
title or stature),  or (b) Employee is removed from or denied  participation  in
incentive plans, benefit plans, or perquisites generally provided by the Company
to other executives with a comparable level of responsibility, title or stature,
or (c) Employee's  target  incentive  opportunity,  benefits or perquisites  are
reduced  relative to other executives with comparable  responsibility,  title or
stature, or (d) Employee is assigned duties or obligations inconsistent with his
position with the Company or (e) There is a significant change in the nature and
scope  of  Employee's  authority  or his  overall  working  environment,  or (f)
Employee's  work  location  following  a Change In  Control  would  result in an
increase  in his or her one way  commute by at least 50 miles from the  existing
residence, such event shall be considered a Termination Without Cause.

                                      -2-

<PAGE>

     4.3 In the event of Employee's Termination Without Cause at any time during
the Term of this Agreement, then:

     (1)  The Company  shall pay  Employee a lump-sum  severance  amount  within
          thirty (30) days following  Termination Without Cause equal to two (2)
          times the sum of (a) the higher of the  Employee's  annual base salary
          at the time of  Termination  Without  Cause or the annual  base salary
          stated in Paragraph 3.1  hereinabove,  and (b) the annual target Bonus
          applicable  to Employee as of the  beginning of the  calendar  year in
          which such Termination Without Cause occurs. Such sum shall be reduced
          by the amount of any Unocal Employee  Redeployment  Program and Unocal
          Termination  Allowance  benefits  payable  to  Employee;  and  further
          reduced  by any  Change of  Control  enhancements  (determined  by the
          increase in the lump sum amounts payable to Employee) under the Unocal
          Retirement Plan and the non-qualified retirement plans of the Company.

     (2)  The Company  shall  provide for Employee to receive  medical,  dental,
          life, and disability  insurance  coverage for two (2) years  following
          Termination  Without  Cause  at  levels  and a net  cost  to  Employee
          comparable  to  that  provided  to  Employee   immediately   prior  to
          Employee's  Termination  Without  Cause.  In  lieu  of  the  foregoing
          continued  benefits,  the Company in its sole  discretion may elect to
          pay  the  Employee  the  sum of  $25,000  (twenty-five  thousand  U.S.
          Dollars).

     (3)  The Company shall pay Employee an additional lump-sum severance amount
          within thirty (30) days following Employee's Termination Without Cause
          equal to two (2) times the base salary used to determine  the lump-sum
          severance  benefit in paragraph 4.3(1)  hereinabove,  multiplied by 6%
          (.06).

     4.4 In the event that  during the Term of this  Agreement  Employee  should
voluntarily  resign  from the  Company,  should  terminate  employment  with the
Company due to death,  permanent disability or incapacitation,  or is terminated
by the Company for Cause or for a material breach by Employee of his obligations
under  this  Agreement,  then  Employee  shall  not  be  entitled  to any of the
termination benefits provided for in Paragraph 4.3 hereinabove,  and the Term of
the Agreement shall immediately end.

     4.5 Employee  shall not be obligated to seek other  employment  or take any
other action by way of mitigation of the amounts  payable to Employee  under any
provisions of this Agreement.

5.   Change of Control.
     -----------------

     5.1 In the event of a Change of Control of the  Company at any time  during
the Term of this Agreement, then:

     (1)  In the event of Employee's  Termination  Without Cause within a period
          of twenty-four  (24) months following the date of a Change of Control,
          Employee shall be entitled to the  termination  benefits  described in
          Paragraph 4.3 hereinabove plus the benefit described in Section 5.1(2)
          below.

     (2)  The  Employee  shall be entitled to an amount equal to the increase in
          the  lump  sum  value  of  Employee's   Unocal   Retirement  Plan  and
          non-qualified  retirement  plans of the  Company  if three  years were
          added to Employee's  benefit service and age  thereunder.  Such amount
          shall be payable hereunder notwithstanding Section 4.3(1) above.

                                      -3-

<PAGE>

     5.2 For the purpose of this Agreement, a "Change of Control" shall mean:

     (a) The acquisition by any individual,  entity or group (within the meaning
of Section  13(d)(3) or  14(d)(2) of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange  Act")(a  "Person") of beneficial  ownership  (within the
meaning  of Rule 13d-3  promulgated  under the  Exchange  Act) of 20% or more of
either  (i) the then  outstanding  shares of common  stock of the  Company  (the
"Outstanding  Company  Common  Stock") or (ii) the combined  voting power of the
then outstanding  voting securities of the Company entitled to vote generally in
the  election  of  directors  (the  "outstanding  Company  Voting  Securities");
provided,  however,  that for purposes of this  subsection  (a),  the  following
acquisitions  shall not  constitute  a Change of  Control:  (i) any  acquisition
directly  from the  Company,  (ii) any  acquisition  by the  Company,  (iii) any
acquisition  by an  employee  benefit  plan  (or  related  trust)  sponsored  or
maintained by the Company or any  corporation  controlled by the Company or (iv)
any acquisition by any corporation pursuant to a transaction which complies with
clauses  (i),  (ii) and (iii) of  subsection  (c) of this  Section  5.2;  or

     (b)  Individuals  who,  as of the date  hereof,  constitute  the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided,  however, that any individual becoming a director subsequent to
the date hereof whose  election,  or  nomination  for election by the  Company's
shareholders,  was  approved by a vote of at least a majority  of the  directors
then  comprising  the  Incumbent  Board  shall  be  considered  as  though  such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose,  any such  individual  whose  initial  assumption of office occurs as a
result of an actual or threatened  election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

     (c)  Consummation of a  reorganization,  merger or consolidation or sale or
other  disposition of all or  substantially  all of the assets of the Company or
the acquisition of assets of another corporation (a "Business Combination"),  in
each case, unless, following such Business Combination, (i) all or substantially
all  of  the   individuals   and  entities  who  were  the  beneficial   owners,
respectively,  of the Outstanding  Company Common Stock and Outstanding  Company
Voting Securities  immediately prior to such Business  Combination  beneficially
own,  directly  or  indirectly,  more  than  50%  of,  respectively,   the  then
outstanding  shares of common  stock and the  combined  voting power of the then
outstanding  voting  securities  entitled to vote  generally  in the election of
directors,  as the case may be, of the corporation  resulting from such Business
Combination (including,  without limitation,  a corporation which as a result of
such transaction  owns the Company or all or substantially  all of the Company's
assets either directly or through one or more subsidiaries) in substantially the
same  proportions  as  their  ownership,  immediately  prior  to  such  Business
Combination  of the  Outstanding  Company Common Stock and  Outstanding  Company
Voting Securities, as the case may be, (ii) no Person (excluding any corporation
resulting  from such  Business  Combination  or any  employee  benefit  plan (or
related trust) of the Company or such  corporation  resulting from such Business
Combination)  beneficially  owns,  directly  or  indirectly,  20%  or  more  of,
respectively,  the then  outstanding  shares of common stock of the  corporation
resulting  from such Business  Combination  or the combined  voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership  existed prior to the Business  Combination  and (iii) at least a
majority of the members of the board of directors of the  corporation  resulting
from such Business  Combination  were members of the Incumbent Board at the time
of the  execution  of the  initial  agreement,  or of the  action of the  Board,
providing for such Business Combination;  or

     (d) Approval by the  shareholders of the Company of a complete  liquidation
or dissolution of the Company.

                                      -4-

<PAGE>

     5.3 Certain Additional Payments by the Company may be due as follows:

     (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 its  affiliates  to or for the  benefit of the
Employee  (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 5.3), (a "Payment")  would be
subject to the excise tax imposed by Section 4999 of the Code or any interest or
penalties  are  incurred by the  Employee  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 the  Employee  shall be
entitled to receive an  additional  payment (a "Gross-Up  Payment") in an amount
such that after payment by the Employee 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, the Employee retains an amount
of the  Gross-Up  Payment  equal to the Excise Tax  imposed  upon the  Payments.
Notwithstanding  the  foregoing  provisions  of this Section 5.3, if it shall be
determined  that the  Employee is entitled to a Gross-Up  Payment,  but that the
Payments do not exceed 110% of the greatest  amount (the "Reduced  Amount") that
could be paid to the Employee  such that the receipt of Payments  would not give
rise to any Excise Tax,  then no Gross-Up  Payment shall be made to the Employee
and the Payments, in the aggregate, shall be reduced to the Reduced Amount.

     (b)  Subject  to the  provisions  of  Section  5.3(c),  all  determinations
required  to be made  under  this  Section  5.3,  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
Ernst  and  Young  or such  other  certified  public  accounting  firm as may be
designated by the Employee (the "Accounting  Firm") which shall provide detailed
supporting  calculations both to the Company and the Employee within 15 business
days of the receipt of notice from the  Employee  that there has been a Payment,
or such  earlier  time as is  requested  by the  Company.  In the event that the
Accounting Firm is serving as accountant or auditor for the  individual,  entity
or group  effecting the Change of Control,  the Employee  shall appoint  another
nationally  recognized  accounting  firm to  make  the  determinations  required
hereunder  (which  accounting  firm shall then be referred to as the  Accounting
Firm  hereunder).  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 5.3,  shall be paid by the Company to the  Employee  within five days of
the receipt of the Accounting  Firm's  determination.  Any  determination by the
Accounting Firm shall be binding upon the Company and the Employee.  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 5.3(c) and the Employee  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 the Employee.

     (c) The  Employee  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 the Employee 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.  The  Employee
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 the Employee in writing prior to the expiration of such
period that it desires to contest such claim, the Employee 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,

                                      -5-

<PAGE>

          (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  the  Employee  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  5.3(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 the Employee to pay
               the tax  claimed and sue for a refund or contest the claim in any
               permissible  manner,  and the Employee  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 the Employee to pay such claim and sue for
               a refund, the Company shall advance the amount of such payment to
               the Employee,  on an interest-free  basis and shall indemnify and
               hold the  Employee  harmless,  on an  after-tax  basis,  from any
               Excise Tax or income tax  (including  interest or penalties  with
               respect thereto) imposed with respect to the 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 the Employee
               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 the Employee  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 the  Employee  of an amount  advanced by the
Company pursuant to Section 5.3(c), the Employee becomes entitled to receive any
refund with respect to such claim,  the Employee shall (subject to the Company's
employing with the  requirements  of Section 5.3 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 the Employee of an amount
advanced by the Company pursuant to Section 5.3(c), a determination is made that
the Employee  shall not be entitled to any refund with respect to such claim and
the  Company  does not notify the  Employee  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.

6.   Covenants.
     ----------

     6.1 Employee agrees that any and all confidential knowledge or information,
including but not limited to customer lists,  books,  records,  data,  formulae,
specifications,   inventions,   processes  and  methods,  and  developments  and
improvements,  which have been or may be  obtained or learned by Employee in the
course  of his  employment  with  the  Company,  will  be held  confidential  by
Employee, and that Employee shall not disclose the same to any person outside of
the  Company  either  during  his  employment  with the  Company  or  after  his
employment by the Company has terminated.

     6.2  Employee  agrees  that upon  termination  of his  employment  with the
Company he will  immediately  surrender  and turn over to the Company all books,
records,  forms,  specifications,  formulae,  data,  and all papers and writings
relating to the business of the Company and all other property  belonging to the
Company,  it being  understood and agreed that the same are the sole property of
the Company and that Employee shall not make or retain any copies thereof.

     6.3 Employee agrees that all inventions, developments or improvements which
he has made or may make, conceive,  invent, discover or otherwise acquire during
his  employment  with  the  Company  in the  scope  of his  responsibilities  or
otherwise shall become the sole property of the Company.

                                      -6-
<PAGE>

     6.4  Employee  agrees to provide a release of any  claims  with  respect to
termination  of his or her  employment  on such form as requested by the Company
upon payment of the sums provided in Section 4.3 above.

7.   Miscellaneous Provisions.
     ------------------------

     7.1 All terms and  conditions of this  Agreement are set forth herein,  and
there are no  warranties,  agreements  or  understandings,  express or  implied,
except those expressly set forth herein.

     7.2 Any  modification  to this Agreement shall be binding only if evidenced
in writing signed by all parties hereto.  This Agreement replaces and supercedes
that Unocal  Employment  Agreement  between  Company and Employee dated July 28,
1998 in its entirety.

     7.3 Any notice or other  communication  required or  permitted  to be given
hereunder shall be deemed properly given if personally delivered or deposited in
the United States mail,  registered or certified and postage prepaid,  addressed
to the Company at 2141 Rosecrans  Ave.,  Suite 4000, El Segundo,  CA (Attention:
General Counsel),  or to Employee at his or her most recent home address on file
with Company,  or at other such addresses as may from time to time be designated
in writing by the respective parties.

     7.4 The laws of the State of  California  shall govern the validity of this
Agreement,  the construction of its terms, and the  interpretation of the rights
and duties of the parties involved.

     7.5 In the event that any one or more of the  provisions  contained in this
Agreement shall for any reason be held to be invalid,  illegal or unenforceable,
the same  shall not  affect  any other  provision  of this  Agreement,  but this
Agreement  shall be  construed  as if such  invalid,  illegal  or  unenforceable
provisions had never been contained herein.

     7.6 This Agreement  shall be binding upon, and inure to the benefit of, the
successors  and assigns of the Company and the personal  representatives,  heirs
and legatees of Employee.

     7.7  "Bonus"  refers  to the  Unocal  Incentive  Compensation  Plan and any
replacement or successor plan thereof.

     7.8 Company  shall pay 90% (ninety  percent)  of  Employee's  out-of-pocket
litigation expenses,  including  reasonable  attorney's fees, in connection with
any judicial  proceeding to enforce this  Agreement or construe or determine the
validity of this  Agreement,  whether or not the Employee is  successful in such
proceeding.

     7.9 The term "Company" shall include with respect to employment  hereunder,
any  subsidiary or affiliate of the Company,  as well as any successor  employer
following a Change in Control.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above written.


BY:      /s/ CHARLES R. WILLIAMSON
        _______________________________________
         Charles R. Williamson for the Management Development
         and Compensation Committee of the Unocal
         Board of Directors



BY:      /s/ THOMAS E. FISHER
        _______________________________________
            EMPLOYEE

                                      -7-

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