May 6, 1998
Mr. Warren Steckley
216 Sunmount Bay S.E.
Calgary, Alberta, Canada
T2X 2M8
Dear Mr. Steckley:
This letter will serve to memorialize our discussions regarding your
acceptance of our offer to enter into the employment of Barnwell of Canada,
Limited ("BOC").
The terms of your employment will be as follows, in accordance with our
discussions; all dollar amounts in this letter are in Canadian dollars:
Start: June 1, 1998 ("Start Date")
Position: Executive Vice President and Chief Operating Officer of
BOC
Annual Salary: $150,000
Annual Bonus: A guaranteed minimum bonus of $30,000 for the first
full fiscal year of employment.
Stock Options: 1. 30,000 options to acquire Barnwell Industries, Inc.
common stock to be granted at market price as of
the Start Date pursuant to action by Barnwell
Industries, Inc.'s Board of Directors. These options
will be in the normal form used by Barnwell, have a
ten year term and vest over a five year period at
6,000 shares per year on the anniversary of their
grant date.
2. 30,000 "phantom" options in BOC common stock tied to
BOC's book value in accordance with a summary sheet
provided to you on April 30, 1998. The final terms of
such phantom options will be agreed upon between you
and BOC on or about your Start Date. These options
will have a ten year term and vest over a five year
period at 6,000 shares per year on the anniversary of
their grant date.
Other perquisites of your position, including the use of a company car, a
Petroleum Club membership and basic terms of our vacation, medical and related
employment policies will be discussed with you upon your entering into
employment with BOC.
We are very pleased that you have accepted our offer for employment and we
have great confidence in your experience and abilities. We look forward to your
having a long and successful career with us.
Very truly yours,
/s/ Morton H. Kinzler
Morton H. Kinzler
Chairman, President and CEO
Barnwell of Canada, Limited
Chairman, President and CEO
Barnwell Industries, Inc.
cc: Russell M. Gifford
Alexander C. Kinzler
