Contents:
Exhibit 10.8 - Employment Contract (1993)
Exhibit 10.10 - Amendment to Employment Contract (1994)
Amendment to Employment Contract (1999)
 
 

BURLINGTON RESOURCES INC.
EXHIBIT 10.8
 
 
Mr. Bobby S. Shackouls
2101 Sunshine Point Drive
Kingwood TX  77345
 
Dear Mr. Shackouls:
         This letter will confirm the agreement for your employment with
Meridian Oil Inc. ("Company").
         1.      Position and Term.  The Company agrees to employ you and you
agree to act as its Executive Vice President and Chief Operating Officer during
the period commencing on June 1, 1993 and ending on April 30, 1998.
         2.      Base Salary.  Your minimum salary will be $350,000 per annum
or such higher rate as may be fixed from time to time by the Compensation and
Nominating Committee of the Board of Directors ("Compensation Committee") of
Burlington Resources Inc. ("BR").
         3.      Incentive Compensation, Long-Term Incentives and Other
Benefits.  You will participate with other senior executives of the Company in
compensation and benefit plans in effect from time to time including the
Incentive Compensation Plan, the Stock Option Incentive Plan, the Performance
Share Unit Plan, the Deferred Compensation Plan, the Supplemental Benefits
Plan, the Senior Executive Survivor Benefit Plan, the Key Executive Severance
Protection Plan and any other plan or perquisites available to other executives
at your level of responsibility in the Company, including a company automobile
and company-provided country and luncheon club memberships.  You will also
participate in health, retirement, survivor and disability plans available to
all employees of the Company.  You understand that the Company may amend,
modify or terminate these plans at any time.  All plans referenced in this
agreement are BR plans.
         Your maximum bonus opportunity under the Incentive Compensation Plan
will be 100% of base salary.  Annual bonuses are determined by the Compensation
Committee based on Company and individual performance.
         At the next meeting of the Compensation Committee, currently scheduled
in July, management will recommend a grant under the Performance Share Unit
Plan of 48,000 units for the performance period ending in 1996.
         Under the current long-term incentive program, you are eligible for an
annual grant of 12,000 stock options.  At the December meeting of the
Compensation Committee, management will recommend such grant.
Mr. B. S. Shackouls
April 30, 1993
Page 2
         In consideration of the accrued unvested compensation and benefits
that you are forfeiting in terminating employment with your current employer,
the Company will establish a deferred compensation memorandum account under the
Supplemental Benefits Plan.  This account will be credited with $350,000 as of
June 1, 1993 and will be further credited with interest as specified by the
Supplemental Benefits Plan (currently the Moody's average corporate bond rate).
This arrangement is an unfunded deferred compensation arrangement which will be
paid to you in a lump-sum upon your termination of employment with the Company.
         4.      Supplemental Pension Benefit.  You are a participant under the
qualified  Pension Plan and non-qualified Supplemental Benefits Plan.  If you
are still employed by the Company at age 55, you will receive upon your
retirement a supplemental pension benefit equal to the difference between the
benefit calculated using your actual service and the benefit calculated
assuming you started employment at age 30.  This supplemental pension benefit
will be calculated using the provisions of the qualified Pension Plan and the
non-qualified Supplemental Benefits Plan in effect at the time of your
retirement.  This benefit is a non-qualified, unfunded deferred compensation
arrangement.
         5.      Severance Benefit.  If your employment is terminated by the
Company for any reason before April 30, 1998, other than as a result of your
death, permanent disability or for Cause, or is initiated by you for Good
Reason, the Company will pay you within 10 days after the date of termination
an amount equal to the product of the number of whole and partial months
remaining from the date of your termination until April 30, 1998, times your
then current monthly base salary.  The terms Cause and Good Reason are defined
in the Key Executive Severance Protection Plan.
         6.      Coordination With Other Plans.  If your termination entitles
you to benefits under the Key Executive Severance Protection Plan, you may
elect to receive the benefits payable under this agreement in lieu of those
benefits.  If you elect to receive the benefits under this agreement, you will
nevertheless be eligible to receive the additional benefits related to the
gross-up payment for excise taxes under Article 6 of that plan.
         7.      Non-Competition.  If you initiate the termination of your
employment with the Company other than for Good Reason during the term of this
agreement, you agree that you will not for a period of two years after your
termination be employed by, consult with, provide advice or information to,
otherwise perform services for, own, manage, operate, join, control or
participate in the ownership of more than 5% of the voting power of equity
securities of, management, operation or control of any Competitor (as defined
in this agreement) unless released by the Company from such obligation in
writing with respect to a specific situation.  A Competitor is defined as any
entity that is engaged in any aspect of the oil and gas exploration, production
or marketing business in the mainland United States and whose assets associated
with such oil and gas business exceed $50 million.
         8.      Non-Disclosure.  You agree that all reports, maps, data,
interpretations, plans and other information furnished to you or obtained or
developed by you while employed by the Company are and shall remain
confidential, and that you will not divulge, communicate or otherwise disclose
such reports, maps, data, interpretations, plans and other information
furnished to you or obtained or developed by you while employed by the Company
to any person, firm, corporation or entity other than to an authorized
Mr. B. S. Shackouls
April 30, 1993
Page 3
representative of the Company.  You agree that if your employment with the
Company is terminated, you will not discuss the Company's business, operations,
plans, strategies, personnel or business relationships or agreements with the
press or with any of the Company's current or prospective customers or
suppliers or with any other person with which the Company has business
relationships.
         9.      Non-Interference.  For a period ending on the later of April
30, 1998 or two years after you terminate employment with the Company, you
agree not to in any way, either directly or indirectly, solicit any officer or
employee of the Company to leave and work for any other employer.  During this
same period, you agree not to suggest to others that they approach or solicit
any officers or employees of the Company with respect to potential employment
elsewhere.
         10.     Severability and Enforcement.  It is the desire of the parties
hereto that this agreement be enforced to the maximum extent permitted by law,
and should any provision contained herein be held unenforceable, the parties
hereby agree and consent that such provision will be reformed to make it a
valid and enforceable provision to the maximum extent permitted by law.  Any
provision hereof not capable of such reformation and determined to be
prohibited by or unenforceable under applicable law of any jurisdiction will as
to such jurisdiction be deemed ineffective and deleted from this agreement
without affecting any other provision of this agreement.
         In the event of a breach by you of any of the provisions of Sections
7, 8 or 9, you understand and agree that the Company may, in addition to any
other rights or remedies existing in its favor, apply to any court of law or
equity of competent jurisdiction for specific performance and injunctive or
other relief in order to enforce or prevent any violations of such provisions.
         You understand and agree that this Agreement is being executed by BR
on behalf of itself, the Company and each of their affiliates, and that all
rights of BR under this Agreement and all of your obligations and duties under
this Agreement will inure to the benefit of and may be enforced by the Company,
BR or any of their affiliates.
If the above correctly set forth our agreement, please sign the original and
return it to me.  Please retain a copy for your records.
                                        Very truly yours,
                                        BURLINGTON RESOURCES INC.
                                        By:   Thomas H. O'Leary                 
                                              -------------------------
                                        Its:  Chairman, President & CEO
Agreed to and accepted this 3rd day of May, 1993
Bobby S. Shackouls                         
 
Back to Top
 

 

AMENDMENT TO EMPLOYMENT CONTRACT, MR. SHACKOULS
EXHIBIT 10.10
                      
[BURLINGTON RESOURCES LETTERHEAD]

November 8, 1994

Mr. Bobby S. Shackouls
5051 Westheimer
Houston, Texas 77056-2124
Dear Bobby:
         The Employment Agreement for your employment with Meridian Oil Inc.
(The "Company") is dated April 30, 1993 and will be referred to herein as the
"Agreement". The Company has deemed it advisable and in the best interests of
the Company to amend the Agreement with respect to the matters addressed
herein.  Accordingly, this letter, when accepted by you in the space provided
below, will amend the Agreement in the following particulars:
                1.      Position.  Effective October 10, 1994, your position
        will be that of President and Chief Executive Officer of the Company.
                2.      Base Salary.  Effective October 10, 1994, you minimum
        salary shall be $500,000 per annum or such higher rate as may be fixed
        from time to time by the Compensation and Nominating Committee of the
        Board of Directors ("Compensation Committee") of Burlington Resources
        Inc. ("BR").
         This amendatory letter agreement is being executed by BR on behalf of
itself, the Company and each of its affiliates and, as amended hereby, the
Agreement shall remain in full force and effect in accordance with its terms.
Mr. Bobby S. Shackouls
November 8, 1994
Page 2
         If this letter correctly sets forth our agreement with respect to the
subject matter hereof, please sign the original and return it to me. Please
retain a copy for your records.

                                             VERY TRULY YOURS,
                                           
                                             BURLINGTON RESOURCES INC.
                                           
                                                /s/ HAROLD E. HAUNSCHILD
                                             By:___________________________
                                                    Excecutive Vice President
                                             Its:__________________________
                                                  
ACCEPTED AND AGREED TO
this 8th day of November, 1994.
/s/  BOBBY S. SHACKOULS
____________________________
BOBBY S. SHACKOULS
 
 
 
Back to Top
 

 

July 7, 1999
 
Mr. Bobby S. Shackouls
5051 Westheimer, Suite 1400
Houston, Texas 77056
 
Dear Bobby,
 
Your  employment   agreement  with   Burlington   Resources  Inc.  (the
"Company") is dated December 5, 1995 and was previously amended on July 9, 1997.
The Board of Directors of the Company (the  "Board") has deemed it advisable and
in the best interests of the Company and its  stockholders  to amend and restate
the 1995 agreement with respect to the matters  addressed  herein.  Accordingly,
this letter (the "Agreement"), when accepted by you in the space provided below,
will amend and restate the 1995  agreement  (as  amended)  in its  entirety.  In
consideration  of the mutual  promises and agreements set forth herein,  you and
the Company agree as follows:
 
1.  Position.  The Company agrees to employ you and you agree to act as its
Chairman of the Board,  President and Chief Executive  Officer.  During the Term
(as defined below) of this Agreement,  you agree to devote  substantially all of
your  business  efforts  on a full  time  basis  to the  business,  affairs  and
interests of the Company and its subsidiaries.
 
2. Term.  The term of this Agreement (the "Term") shall commence on July 7,
1999 and shall be for three years,  subject to earlier termination in accordance
with the  provisions  of Section 4 below.  If the Agreement has not already been
terminated in accordance  with the  provisions of Section 4 below,  beginning on
August 1, 1999 and on the first day of each  month  thereafter,  the Term  shall
automatically  be extended for an  additional  month (so as to establish a three
year  remaining  term)  unless  either party has given notice in writing that it
does not wish to 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 Stockholders that next follows the date of your 60th
birthday.
 
 
3. Compensation and Benefits.
 
3.1 Base  Salary.  Your  minimum  salary will be $825,000 per annum or such
higher rate as may be fixed from time to time by the Board.
 
3.2 Incentive  Compensation  and Other Benefits.  You will participate with
other senior  executives  of the Company in  compensation  and benefit  plans in
effect from time to time,  including the Incentive  Compensation Plan, the Stock
Incentive Plan, the Performance Share Unit Plan, the Deferred Compensation Plan,
the Supplemental  Benefits Plan, the Senior Executive Survivor Benefit Plan, the
Key  Executive  Severance  Protection  Plan and any  other  plan or  perquisites
available  to other  senior  executives  of the  Company,  including  a  company
automobile and company-provided country and luncheon club memberships.  You will
also participate in health, retirement,  survivor and disability plans available
to all  employees of the  Company.  You  understand  that the Company may amend,
modify or terminate these plans at any time.
 
3.3 Deferred Compensation Benefit. In consideration of the accrued unvested
compensation  and benefits that you forfeited in terminating  employment  with a
former  employer,  the Company  established a deferred  compensation  memorandum
account under the  Supplemental  Benefits  Plan.  This account was credited with
$350,000  as  of  June  1,  1993.  This  arrangement  is  an  unfunded  deferred
compensation arrangement that will be paid to you in a lump sum upon termination
of your employment with the Company.
 
3.4 Supplemental Pension Benefit. You are a participant under the Company's
qualified Pension Plan and non-qualified  Supplemental Benefits Plan. If you are
still employed by the Company on your 55th birthday,  you (or, in the event your
employment  terminates  by reason of your death,  your  surviving  spouse)  will
receive upon  termination  of your  employment  with the Company a  supplemental
pension  benefit equal to the difference  between the benefit  calculated  using
your actual service and the benefit  calculated  assuming you started employment
at age 30. If, before your 55th birthday,  your  employment is terminated by the
Company without Cause, by you for Good Reason,  or by reason of your death,  you
(or,  in the event your  employment  terminates  by reason of your  death,  your
surviving  spouse) will receive the supplemental  pension benefit at termination
(calculated  based on  service  from age 30 to the date of  termination  of your
employment)  equal to the supplemental  benefit  described above that would have
been payable at age 55  (including,  without  limitation,  the early  retirement
provisions) but actuarially reduced to reflect the payment of this benefit at or
commencing at the time of such termination.  This  supplemental  pension benefit
will be calculated  using the  provisions of the qualified  Pension Plan and the
non-qualified   Supplemental  Benefits  Plan  in  effect  at  the  time  of  the
termination  of your  employment.  This  benefit  is a  non-qualified,  unfunded
deferred  compensation  arrangement.  For purposes of this Agreement,  the terms
"Cause" and "Good Reason" are defined in the  Company's Key Executive  Severance
Protection Plan.
 
4. Termination of Employment.
 
4.1  Right  to  Terminate  Employment.   You  and  the  Company  agree  and
acknowledge  that, at any time during the Term of this Agreement,  either you or
the Company may terminate this Agreement and your employment with the Company on
the terms and subject to the conditions set forth in this Agreement.
 
4.2  Involuntary   Termination.   An  "Involuntary   Termination"  of  your
employment  will be deemed to have  occurred for purposes of this  Agreement if,
during the Term of this Agreement,  your employment is terminated  either (i) by
the  Company for any  reason,  other than as a result of your  death,  permanent
disability, for Cause, or for a material breach by you of your obligations under
this Agreement or (ii) is initiated by you for Good Reason. Subject to Section 5
below, in the event of such an Involuntary Termination, the Company will:
 
(a) pay you within 10 days after the date of termination an amount equal to
three (3) times the sum of (i) your Base Salary at the time of such  termination
and (ii) your "target" bonus opportunity  under the Incentive  Compensation Plan
(your "target" bonus opportunity currently is 50% of your base salary);
 
(b) provide you and your eligible  dependents  with health,  life insurance
and long-term disability coverage for three (3) years following such Involuntary
Termination  at  benefit  levels  and at a net  cost to you  comparable  to that
provided to you immediately prior to your Involuntary Termination; and
 
(c) provide (i) for the full and immediate vesting of any stock options and
restricted  stock,  (ii) that all outstanding  stock options will be exercisable
until  the  earlier  to occur of three  (3)  years  following  such  Involuntary
Termination or the original expiration date of such stock options, and (iii) for
the full and immediate  vesting of that portion of any  performance  share units
that were eligible to have been vested with respect to the Company's performance
for the year in which such Involuntary  Termination  occurred (without regard to
any units that did not vest during prior years and have been carried over to the
end of the performance  cycle), with payment for such performance share units to
occur in accordance with the terms of such plan as in effect at the time of such
Involuntary Termination.
 
4.3 Other  Termination.  If,  during  the Term of this  Agreement,  (a) the
Company  terminates your employment for Cause or for a material breach by you of
your obligations under this Agreement, (b) you voluntarily resign or retire from
the Company,  other than for Good Reason or (c) your employment with the Company
is  terminated  due to your  death  or  permanent  disability,  you  will not be
entitled to any of the termination  benefits  provided for in Section 4.2 above,
and the Term of this Agreement shall end immediately and without further notice.
 
5.  Coordination  With Other  Plans.  If your  termination  entitles you to
severance benefits under Section 4.2 of the Key Executive  Severance  Protection
Plan (the  "Severance  Plan"),  you will receive those  benefits  instead of the
benefits under Section 4.2 of this Agreement. You may, however, elect to receive
the benefits payable under Section 4.2 of this Agreement instead of the benefits
under  Section 4.2 of the  Severance  Plan. If you elect to receive the benefits
under  this  Agreement,  you  will  nevertheless  be  eligible  to  receive  the
additional  benefits  related to the  gross-up  payment  for excise  taxes under
Article 6 of the Severance  Plan. If you elect to receive the benefits under the
Severance  Plan,  you will  nevertheless  be eligible to receive the  additional
deferred  compensation and supplemental  pension benefits  described in Sections
3.3 and 3.4,  respectively,  of this  Agreement,  in each  case on the terms and
subject to the conditions set forth therein.
 
6. Non-Disclosure. You agree that all reports, maps, data, interpretations,
strategies, plans and other data and information furnished to you or obtained or
developed   by  you  while   employed  by  the  Company  are  and  shall  remain
confidential.  Except as otherwise  required by law, you agree that you will not
divulge,   communicate  or  otherwise   disclose  such  reports,   maps,   data,
interpretations,  plans  and  other  data and  information  furnished  to you or
obtained or developed by you while employed by the Company to any person,  firm,
corporation, governmental agency or other legal entity without the prior express
written  permission of the Company;  provided,  however,  that this  restriction
shall  not  apply  to any  information  which  you  can  show:  (a)  was in your
possession  prior to your  employment  by the  Company;  or (b) is, or  lawfully
becomes,  part of the public domain; or (c) otherwise lawfully becomes available
to you from a source independent of the Company.
 
You  agree  that,  for a period of two  years  from the date on which  your
employment  with the Company  terminates,  you will not make any oral or written
statements or reveal any information to any person,  company or agency which may
be construed to be disparaging or damaging to the name,  reputation or business,
or which would interfere in any way with the business relations,  of the Company
or any of its subsidiaries,  or any of their  affiliates,  directors or officers
and,  except to the extent  required by law,  will not  discuss the  operations,
plans,  strategies,  business relationships or agreements of the Company, or any
of its  subsidiaries  or  affiliates,  with any  third  party  (other  than your
immediate  family  members or advisors  from whom legal or  financial  advice is
sought).
 
7.  Non-Competition.  In order to enforce your obligations  under Section 6
and in consideration for the benefits of employment described in this Agreement,
you  agree to the  covenant  not to  compete  in this  Section  7. You agree and
acknowledge that this covenant not to compete is ancillary to your commitment as
set forth in Section 6 to refrain from disclosing such confidential information.
If you initiate the  termination of your  employment with the Company other than
for Good Reason during the term of this  Agreement,  you agree that you will not
for a period of two years after your  termination  be employed by, consult with,
provide advice or information to,  otherwise  perform services for, own, manage,
operate,  join,  control or  participate in the ownership of more than 5% of the
voting power of equity  securities of,  management,  operation or control of any
Competitor (as defined in this  Agreement)  unless  released by the Company from
such obligation in writing with respect to a specific situation. A Competitor is
defined as any entity (i) that is engaged in exploring for and producing oil and
natural gas in Louisiana,  Montana, New Mexico, North Dakota,  Oklahoma,  Texas,
federal or state  waters in the Gulf of Mexico,  the North Sea or East Irish Sea
of the  United  Kingdom,  Algeria,  or any other  state or  country  (including,
without limitation,  its territorial waters) in which the Company has or, during
the term of this  Agreement,  develops  or obtains  significant  exploration  or
production  assets (a "New  Business  Region"),  or in the oil and gas marketing
business in the mainland United States,  the United  Kingdom,  Algeria or in any
such New Business Region and (ii) whose assets  associated with such oil and gas
business exceed $500 million.
 
8. Non-Interference.  During the Term of this Agreement and for a period of
two years after the termination of your  employment with the Company,  you agree
not to solicit,  directly or indirectly,  any officer or employee of the Company
to leave and work for any other employer. During this same period, you agree not
to suggest to others that they  approach or solicit any officers or employees of
the Company with respect to potential employment elsewhere.
 
9. Miscellaneous Provisions.
 
9.1 Entire  Agreement.  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 in this Agreement.
 
9.2 Modification and Amendment. Any modification to this Agreement shall be
binding only if evidenced in writing signed by you and the Company.
 
9.3  Governing  Law.  This  Agreement  is made  pursuant  to,  and shall be
governed  by,  the laws of the State of Texas in all  respects  (without  giving
effect to  principles  of  conflict  of laws),  including,  without  limitation,
matters of construction, validity and performance.
 
9.4  Severability.  It is  the  desire  of the  parties  hereto  that  this
Agreement  be enforced to the maximum  extent  permitted  by law, and should any
provision contained herein be held  unenforceable,  the parties hereby agree and
consent that such provision will be reformed to make it a valid and  enforceable
provision  to the maximum  extent  permitted by law.  Any  provision  hereof not
capable of such  reformation and determined to be prohibited by or unenforceable
under applicable law of any jurisdiction  will as to such jurisdiction be deemed
ineffective  and  deleted  from  this  Agreement  without  affecting  any  other
provision of this Agreement.
 
9.5  Enforcement.  In the event of a breach by you of any of the provisions
of  Sections  6, 7 or 8, you  understand  and agree  that the  Company  may,  in
addition  to any other  rights or remedies  existing in its favor,  apply to any
court of law or equity of competent  jurisdiction  for specific  performance and
injunctive or other relief in order to enforce or prevent any violations of such
provisions.
 
9.6 No  Duty  to  Mitigate.  You  shall  not be  obligated  to  seek  other
employment or take any other action by way of mitigation of the amounts  payable
to you under any provision of this Agreement.
 
9.7 Right to Amend  Plans.  You  understand  and  acknowledge  that (a) the
Company may, at any time, amend,  modify or terminate any of the compensation or
benefit  plans  referred  to in this  Agreement  and (b) your  compensation  and
benefit levels,  incentive award opportunities and performance  objectives,  and
other matters pertaining to the administration of the Company's compensation and
benefit  plans are  subject  to review  and  approval  by the  Compensation  and
Nominating Committee of the Board of Directors.
 
9.8  Affiliates.  You  understand  and agree that this  Agreement  is being
executed by the Company on behalf of itself and each of its affiliates, and that
all rights of the Company under this Agreement and all of your  obligations  and
duties under this  Agreement will inure to the benefit of and may be enforced by
the Company or any of its affiliates.
 
9.9 Dispute Resolution and Legal Expenses.
 
(a) If any dispute or controversy  arises under or in connection  with this
Agreement,  including without  limitation any claim under any Federal,  state or
local law, rule,  decision or order relating to employment or the fact or manner
of its termination,  you and the Company hereby agree to attempt to resolve such
dispute or controversy through good faith negotiations.
 
(b) If you and the Company fail to resolve any such dispute or  controversy
within 90 days,  you and the Company agree to settle such dispute or controversy
by arbitration,  conducted before a panel of three arbitrators in Houston, Texas
in  accordance  with  the  applicable  rules  and  procedures  of  the  American
Arbitration  Association then in effect. Judgment upon the award rendered by the
arbitrators may be entered in any court having  jurisdiction.  Such  arbitration
will be final and binding on the parties.  If you  substantially  prevail on the
substantive matters at issue in such arbitration, the Company will reimburse you
for your costs of any arbitration,  including without limitation your reasonable
attorneys' fees.
 
(c) Pending the  resolution  of any  dispute,  the  Company  will  continue
payment of all amounts due to you under this Agreement and all benefits to which
you are entitled other than those specifically at issue.
 
9.10 Prior  Agreements.  This  Agreement  supersedes  and  replaces  in its
entirety the letter  agreement dated December 5, 1995, as amended by that letter
agreement dated July 7, 1997, by and between you and the Company.
 
If the above  correctly set forth our  agreement,  please sign the original
and return it to me. Please retain a copy for your records.
 
Very truly yours,
 
BURLINGTON RESOURCES INC.
 
 
 
By      /s/ Walter Scott, Jr.
Walter Scott, Jr.
Its   Chairman, Compensation
and Nominating Committee
 
 
ACCEPTED and AGREED TO
this seventh day of July, 1999
 
 
/s/ Bobby S. Shacklouls
Bobby S. Shackouls
 
 
Back to Top