<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FOREST OIL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 25-0484900
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 BROADWAY
SUITE 2200
DENVER, COLORADO 80202
(Address of principal executive offices, including zip code)
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FOREST OIL CORPORATION STOCK INCENTIVE PLAN
(FORMERLY THE FOREST OIL CORPORATION 1992 STOCK OPTION PLAN)
(Full title of the plan)
DANIEL L. MCNAMARA
CORPORATE COUNSEL AND SECRETARY
FOREST OIL CORPORATION
1600 BROADWAY
SUITE 2200
DENVER, COLORADO 80202
(Name and address of agent for service)
(303) 812-1400
(Telephone number, including area code, of agent for service)
COPIES TO:
Alan P. Baden
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin Street
Houston, Texas 77002-6760
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Amount Proposed Proposed Amount of
securities to be to be maximum offering maximum aggregate Registration
registered registered price per share (1) offering price (1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock, 2,615,758 $12.75 $33,350,915 $11,500
Par Value $.10 Per Share
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</TABLE>
(1) Estimated, solely for purposes of calculating the registration fee and in
accordance with Rule 457, at the average of the high and low prices
reported on the Nasdaq National Market on June 4, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Forest Oil Corporation, a New York
corporation (the "Company"), are incorporated herein by reference and made a
part hereof:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1995;
(b) Report on Form 8-K dated as of January 3, 1996;
(c) Report on Form 8-K/A dated as of January 3, 1996;
(d) Report on Form 8-K dated as of January 25, 1996;
(e) Report on Form 8-K dated as of February 6, 1996;
(f) Report on Form 8-K/A dated as of April 15, 1996;
(g) Report on Form 8-K dated as of February 15, 1996;
(h) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1996; and
(i) Description of the Common Stock contained in the Company's
Registration Statement on Form S-2 (Registration Statement No. 33-
64949).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721 through 725 of the Business Corporation Law of the State of
New York (the "BCL"), in which Forest Oil Corporation is incorporated, permit
New York corporations, acting through their boards of directors, to extend broad
protection to their directors, officers and other employees by way of indemnity
and advancement of expenses. These sections (1) provide that the statutory
indemnification provisions of the BCL are not exclusive, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he
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<PAGE>
was not entitled, (2) establish procedures for indemnification and advancement
of expenses that may be contained in the certificate of incorporation or by-
laws, or, when authorized by either of the foregoing, set forth in a resolution
of the shareholders or directors or an agreement providing for indemnification
and advancement of expenses, (3) apply a single standard for statutory
indemnification for third-party and derivative suits by providing that
indemnification is available if the director or officer acted, in good faith,
for a purpose which he reasonably believed to be in the best interests of the
corporation, and, in criminal actions, had no reasonable cause to believe that
his conduct was unlawful, (4) eliminate the requirement for mandatory statutory
indemnification that the indemnified party be "wholly" successful and (5)
provide for the advancement of litigation expenses upon receipt of an
undertaking to repay such advance if the director or officer is ultimately
determined not to be entitled to indemnification. Section 726 of the BCL
permits the purchase of insurance to indemnify a corporation or its officers and
directors to the extent permitted. Essentially, the amended BCL allows
corporations to provide for indemnification of directors, officers and employees
except in those cases where a judgment or other financial adjudication adverse
to the indemnified party establishes that the acts were committed in bad faith
or were the result of active and deliberate dishonesty or that the indemnified
party personally gained a financial profit or other advantage to which he was
not legally entitled.
Article IX of the By-laws of Forest Oil Corporation contains very broad
indemnification provisions which permit the corporation to avail itself of the
amended BCL to extend broad protection to its directors, officers and employees
by way of indemnity and advancement of expenses. It sets out the standard under
which the Company will indemnify directors and officers, provides for
reimbursement in such instances, for the advancement or reimbursement for
expenses reasonably incurred in defending an action, and for the extension of
indemnity to persons other than directors and officers. It also establishes the
manner of handling indemnification when a lawsuit is settled. It is not
intended that this By-law is an exclusive method of indemnification.
Article IX of the By-laws may only be amended prospectively. In addition,
the Company cannot, except by elimination or amendment of such section of the
By-laws, limit the rights of any indemnified person to indemnity or advancement
of expenses provided in accordance with this By-law. It also permits the
indemnified person to sue the Company for indemnification, shifting the burden
of proof to the Company to prove that the indemnified person has not met the
standards of conduct required for indemnification and requires the Company to
pay the costs of such suit if the indemnified person is successful.
The Restated Certificate of Incorporation of the Company limits the
personal liability of the Company's directors to the fullest extent permitted
under the BCL.
Additionally, the BCL was amended in 1987 to allow New York corporations to
limit or eliminate director's liability for certain breaches of duty. The
Restated Certificate of Incorporation provides that a director of the Company
shall not be liable to the Company or its shareholders for damages for any
breach of duty in such a capacity unless a judgment or other final adjudication
adverse to the director establishes that:
(a) the director's acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law; or
(b) the director personally gained in fact a financial profit or other
advantage to which the director was not legally entitled; or
(c) the director's acts violated Section 719 of the BCL.
A director's liability for any act or omission prior to the adoption of the
amendment to the BCL to eliminate director's liability for certain breaches of
duty shall not be eliminated or limited by virtue thereof and any repeal or
modification of the foregoing provisions of, or the adoption of any provision
of, the Restated Certificate of Incorporation inconsistent with the BCL shall
not adversely affect any right, immunity or protection of a director existing
thereunder with respect to any act or omission occurring prior to or at the time
of such repeal or modification or the adoption of such inconsistent provision.
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<PAGE>
If the BCL is subsequently amended to permit the further elimination or
limitation of the personal liability of a director, then the liability of the
director shall be eliminated or limited to the fullest extent permitted by the
BCL as so amended.
The Company has insurance coverage which protects directors and officers of
Forest Oil Corporation and its subsidiaries against judgments, settlements and
legal costs incurred because of actual or alleged errors or omissions in
connection with their activities as directors or officers of Forest Oil
Corporation and its subsidiaries. One of the policies is a Directors and
Officers Liability and Corporation Reimbursement Policy, which covers the period
July 25, 1995 to July 25, 1996. Where Forest Oil Corporation or its
subsidiaries indemnifies covered directors and officers, Forest Oil Corporation
is responsible for a $500,000 deductible per loss for securities claims and
$250,000 for other claims. The maximum annual cumulative policy limit is $20
million.
The Company also has Pension Trust Liability Coverage as respects Forest
Oil Corporation Pension Trust and the Retirement Savings Plan. It covers legal
liability and defense of Plan sponsors and fiduciaries for certain claims based
upon actual or alleged Breach of Fiduciary Duty (as defined in the policy) as
respects the covered benefit plans. The coverage limit is $10 million (annual
cumulative policy limit) and is subject to a deductible of $100,000 for each
loss when indemnifiable by Forest Oil Corporation and its subsidiaries.
These policies contain exclusions commonly found in such insurance policies
including, but not limited to, exclusions for claims based on fines and
penalties imposed by law or other matters deemed uninsurable by law, claims
brought by one insured against another insured, claims based upon or
attributable to an officer or director gaining any personal profit or advantage
to which he or she is not legally entitled, adjudicated acts of active or
deliberate dishonesty and claims based upon attempts (whether alleged or actual,
successful or unsuccessful) by persons to acquire securities of the Company
against the opposition of the Company's Board of Directors and in connection
with which the Company acquires its securities from such persons at a price not
available to all other shareholders or gives consideration to such persons to
terminate such attempts. Also excluded are those attempts (whether alleged or
actual, successful or unsuccessful) by the Company to acquire its securities at
a premium over the then existing market price other than pursuant to an offer to
all of the holders of that class.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person thereof in connection with the
securities being registered (and the Securities and Exchange Commission is still
of the same opinion), the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1.1 Restated Certificate of Incorporation of Forest Oil Corporation dated
October 14, 1993, incorporated herein by reference to Exhibit 3(i) to
Form 10-Q for Forest Oil Corporation for the quarter ended
September 30, 1993 (File No. 0-4597).
3.1.2 Certificate of Amendment of the Restated Certificate of Incorporation
dated as of July 20, 1995, incorporated herein by reference to
Exhibit 3(i)(a) to Form 10-Q for Forest Oil Corporation for the
quarter ended June 30, 1995 (File No. 0-4597).
-4-
<PAGE>
3.1.3 Certificate of Amendment of the Restated Certificate of Incorporation
dated as of July 26, 1995, incorporated herein by reference to
Exhibit 3(i)(b) to Form 10-Q for Forest Oil Corporation for the
quarter ended June 30, 1995 (File No. 0-4597).
3.1.4 Certificate of Amendment of the Restated Certificate of Incorporation
dated as of January 5, 1996, incorporated herein by reference to
Exhibit 3(i)(c) to the Company's Registration Statement on Form S-2
(Registration No. 33-64949).
3.2.1 Restated By-Laws of Forest Oil Corporation as of May 9, 1990,
Amendment No. 1 to By-Laws dated as of April 2, 1991, Amendment No. 2
to By-Laws dated as of May 8, 1991, Amendment No. 3 to By-Laws dated
as of July 30, 1991, Amendment No. 4 to By-Laws dated as of
January 17, 1992, Amendment No. 5 to By-Laws dated as of March 18,
1993 and Amendment No. 6 to By-Laws dated as of September 14, 1993,
incorporated herein by reference to Exhibit 3(ii) to Form 10-Q for
Forest Oil Corporation for the quarter ended September 30, 1993 (File
No. 0-4597).
3.2.2 Amendment No. 7 to By-Laws dated as of December 3, 1993, incorporated
herein by reference to Exhibit 3(ii)(a) to Form 10-K for Forest Oil
Corporation for the year ended December 31, 1993 (File No. 0-4597).
3.2.3 Amendment No. 8 to By-Laws dated as of February 24, 1994, incorporated
herein by reference to Exhibit 3(ii)(b) to Form 10-K for Forest Oil
Corporation for the year ended December 31, 1993 (File No. 0-4597).
3.2.4 Amendment No. 9 to By-Laws dated as of May 15, 1995, incorporated
herein by reference to Exhibit 3(ii)(c) to Form 10-Q for Forest Oil
Corporation for the quarter ended June 30, 1995 (File No. 0-4597).
3.2.5 Amendment No. 10 to By-Laws dated as of July 27, 1995, incorporated
herein by reference to Exhibit 3(ii)(d) to Form 10-Q for Forest Oil
Corporation for the quarter ended June 30, 1995 (File No. 0-4597).
3.2.6 Rights Agreement between Forest Oil Corporation and Mellon Securities
Trust Company, as Rights Agent dated as of October 14, 1993,
incorporated herein by reference to Exhibit 4.3 to Form 10-Q for
Forest Oil Corporation for the quarter ended September 30, 1993
(File No. 0-4597).
*4.1 Forest Oil Corporation Stock Incentive Plan.
*5.1 Opinion of Daniel L. McNamara, Esq.
*23.1 Consent of KPMG Peat Marwick LLP.
*23.2 Consent of Price Waterhouse.
*24.1 Powers of Attorney.
- -----------------------------
* Filed herewith.
-5-
<PAGE>
UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 7 day of June,
1996.
FOREST OIL CORPORATION
By:/s/DANIEL L. MC NAMARA
------------------------------------------
Daniel L. McNamara
Corporate Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on June 7, 1996.
SIGNATURE TITLE
* Director, President and Chief Executive
Officer
- ------------------------------ (Principal Executive Officer)
Robert S. Boswell
* Vice President and Chief Financial Officer
- ------------------------------ (Principal Financial Officer)
David H. Keyte
* Controller
- ------------------------------ (Principal Accounting Officer)
Joan C. Sonnen
* Director
- ------------------------------
Philip F. Anschutz
* Director
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William L. Britton
* Director
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Richard J. Callahan
* Director
- ------------------------------
William L. Dorn
* Director
- ------------------------------
Jordan L. Haines
-7-
<PAGE>
* Director
- ------------------------------
James H. Lee
* Director
- ------------------------------
Craig D. Slater
* Director
- ------------------------------
Drake S. Tempest
* Director
- ------------------------------
Michael B. Yanney
*By: /s/DANIEL L. MC NAMARA
--------------------------
Daniel L. McNamara
(as attorney-in-fact for each of the
persons so indicated)
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<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
3.1.1 Restated Certificate of Incorporation of Forest Oil
Corporation dated October 14, 1993, incorporated herein
by reference to Exhibit 3(i) to Form 10-Q for Forest Oil
Corporation for the quarter ended September 30, 1993 (File
No. 0-4597).
3.1.2 Certificate of Amendment of the Restated Certificate of
Incorporation dated as of July 20, 1995, incorporated herein
by reference to Exhibit 3(i)(a) to Form 10-Q for Forest Oil
Corporation for the quarter ended June 30, 1995
(File No. 0-4597).
3.1.3 Certificate of Amendment of the Restated Certificate of
Incorporation dated as of July 26, 1995, incorporated herein
by reference to Exhibit 3(i)(b) to Form 10-Q for Forest Oil
Corporation for the quarter ended June 30, 1995 (File
No. 0-4597).
3.1.4 Certificate of Amendment of the Restated Certificate of
Incorporation dated as of January 5, 1996, incorporated herein
by reference to Exhibit 3(i)(c) to the Company's Registration
Statement on Form S-2 (Registration No. 33-64949).
3.2.1 Restated By-Laws of Forest Oil Corporation as of May 9, 1990,
Amendment No. 1 to By-Laws dated as of April 2, 1991, Amendment
No. 2 to By-Laws dated as of May 8, 1991, Amendment No. 3 to
By-Laws dated as of July 30, 1991, Amendment No. 4 to By-Laws
dated as of January 17, 1992, Amendment No. 5 to By-Laws dated
as of March 18, 1993 and Amendment No. 6 to By-Laws dated as of
September 14, 1993, incorporated herein by reference to
Exhibit 3(ii) to Form 10-Q for Forest Oil Corporation for the
quarter ended September 30, 1993 (File No. 0-4597).
3.2.2 Amendment No. 7 to By-Laws dated as of December 3, 1993,
incorporated herein by reference to Exhibit 3(ii)(a) to
Form 10-K for Forest Oil Corporation for the year ended
December 31, 1993 (File No. 0-4597).
3.2.3 Amendment No. 8 to By-Laws dated as of February 24, 1994,
incorporated herein by reference to Exhibit 3(ii)(b) to
Form 10-K for Forest Oil Corporation for the year ended
December 31, 1993 (File No. 0-4597).
3.2.4 Amendment No. 9 to By-Laws dated as of May 15, 1995,
incorporated herein by reference to Exhibit 3(ii)(c) to
Form 10-Q for Forest Oil Corporation for the quarter ended
June 30, 1995 (File No. 0-4597).
3.2.5 Amendment No. 10 to By-Laws dated as of July 27, 1995,
incorporated herein by reference to Exhibit 3(ii)(d) to
Form 10-Q for Forest Oil Corporation for the quarter ended
June 30, 1995 (File No. 0-4597).
3.2.6 Rights Agreement between Forest Oil Corporation and Mellon Securities
Trust Company, as Rights Agent dated as of October 14, 1993,
incorporated herein by reference to Exhibit 4.3 to Form 10-Q for
Forest Oil Corporation for the quarter ended September 30, 1993
(File No. 0-4597).
*4.1 Forest Oil Corporation Stock Incentive Plan.
*5.1 Opinion of Daniel L. McNamara, Esq.
*23.1 Consent of KPMG Peat Marwick LLP.
*23.2 Consent of Price Waterhouse.
*24.1 Powers of Attorney.
- -----------------------------
*Filed herewith.
-9-
<PAGE>
Exhibit 4.1
FOREST OIL CORPORATION
STOCK INCENTIVE PLAN
AS AMENDED AND RESTATED EFFECTIVE AS OF MARCH 22, 1996
I. PURPOSE
The purpose of the FOREST OIL CORPORATION STOCK INCENTIVE PLAN (the
"Plan") is to provide a means through which FOREST OIL CORPORATION, a New
York corporation (the "Company"), and its subsidiaries may attract able
persons to serve as directors or enter the employ of the Company and to
provide a means whereby those individuals upon whom the responsibilities of
the successful administration and management of the Company rest, and whose
present and potential contributions to the welfare of the Company are of
importance, can acquire and maintain stock ownership, thereby strengthening
their concern for the welfare of the Company. A further purpose of the Plan
is to provide such individuals with additional incentive and reward
opportunities designed to enhance the profitable growth of the Company.
Accordingly, the Plan provides for granting Director Stock Awards to the
nonemployee directors of the Company and for granting Options, Restricted
Stock Awards, or any combination of the foregoing to employees.
The Plan as set forth herein constitutes an amendment and
restatement, effective as of March 22, 1996, of the Forest Oil Corporation
1992 Stock Option Plan, as previously adopted by the Company, and shall
supersede and replace in its entirety such previously adopted plan.
II. DEFINITIONS
The following definitions shall be applicable throughout the Plan
unless specifically modified by any paragraph:
(a) "AWARD" means, individually or collectively, any Director
Stock Award, Option, or Restricted Stock Award.
(b) "BOARD" means the Board of Directors of the Company.
(c) "CODE" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include
any amendments or successor provisions to such section and any regulations
under such section.
(d) "COMMITTEE" means not less than two members of the Board who
are selected by the Board as provided in Paragraph IV(a).
(e) "COMMON STOCK" means the common stock, par value $.10 per
share, of the Company.
(f) "COMPANY" means Forest Oil Corporation.
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<PAGE>
(g) "CORPORATE CHANGE" means an event defined as a "Corporate
Change" under Paragraph X(c).
(h) "DIRECTOR" means an individual elected to the Board by the
shareholders of the Company or by the Board under applicable corporate law
who is serving on the Board on the date the Plan is adopted by the Board or
is elected to the Board after such date.
(i) "DIRECTOR STOCK AWARD" means an Award granted under Paragraph
IX of the Plan to a Nonemployee Director.
(j) An "EMPLOYEE" means any person (including a Director) in an
employment relationship with the Company or any parent or subsidiary
corporation (as defined in Section 424 of the Code).
(k) "FAIR MARKET VALUE" means, as of any specified date, the mean
of the high and low sales prices of the Common Stock (i) reported by the
National Market System of NASDAQ on that date or (ii) if the Common Stock is
listed on a national stock exchange, reported on the stock exchange composite
tape on that date; or, in either case, if no prices are reported on that
date, on the last preceding date on which such prices of the Common Stock are
so reported. If the Common Stock is traded over the counter at the time a
determination of its fair market value is required to be made hereunder, its
fair market value shall be deemed to be equal to the average between the
reported high and low or closing bid and asked prices of Common Stock on the
most recent date on which Common Stock was publicly traded. In the event
Common Stock is not publicly traded at the time a determination of its value
is required to be made hereunder, the determination of its fair market value
shall be made by the Committee in such manner as it deems appropriate.
(l) "HOLDER" means an employee who has been granted an Option or
Restricted Stock Award or a Nonemployee Director who has been granted a
Director Stock Award.
(m) "1934 ACT" means the Securities Exchange Act of 1934, as
amended.
(n) "NONEMPLOYEE DIRECTOR" means a Director who is not an
employee.
(o) "OPTION" means an Award granted under Paragraph VII of the
Plan to an employee.
(p) "OPTION AGREEMENT" means a written agreement between the
Company and a Holder with respect to an Option.
(q) "PLAN" means the Forest Oil Corporation Stock Incentive Plan,
as amended from time to time.
(r) "RESTRICTED STOCK AGREEMENT" means a written agreement
between the Company and a Holder with respect to a Restricted Stock Award.
(s) "RESTRICTED STOCK AWARD" means an Award granted under
Paragraph VIII of the Plan to an employee.
(t) "RULE 16b-3" means SEC Rule 16b-3 promulgated under the 1934
Act, as such may be amended from time to time, and any successor rule,
regulation or statute fulfilling the same or a similar function.
2
<PAGE>
(u) "TRADING DAY" means a day during which trading in securities
generally occurs on the principal national or regional securities exchange on
which the Common Stock is listed or, if the Common Stock is not listed on a
national or regional securities exchange, on the National Market System of
NASDAQ or, if the Common Stock is not quoted thereon, on the principal other
market on which the Common Stock is then traded.
III. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan originally became effective on March 6, 1992. This
amendment and restatement of the Plan shall become effective upon the date of
its adoption by the Board, provided this amendment and restatement of the
Plan is approved by the shareholders of the Company within twelve months
thereafter. Notwithstanding any provision in the Plan, in any Option
Agreement or in any Restricted Stock Agreement, no Option granted on or after
the effective date of this amendment and restatement of the Plan shall be
exercisable and no Restricted Stock Award or Director Stock Award shall be
made prior to such shareholder approval. No further Awards may be granted
under the Plan after March 5, 2002. The Plan shall remain in effect until
all Awards granted under the Plan have been satisfied or expired.
IV. ADMINISTRATION
(a) COMPOSITION OF COMMITTEE. The Plan shall be administered by
a committee which shall be (i) appointed by the Board, (ii) constituted so as
to permit the Plan to comply with Rule 16b-3, and (iii) constituted solely of
two or more "outside directors," within the meaning of Section 162(m) of the
Code and applicable interpretive authority thereunder. No member of the
Committee shall be eligible to receive an Award (other than a Director Stock
Award) under the Plan and no person who has received an Award (other than a
Director Stock Award) in the preceding year shall be eligible to serve on the
Committee.
(b) POWERS. Subject to the express provisions of the Plan, the
Committee shall have authority, in its discretion, to determine which
employees shall receive an Option and/or Restricted Stock Award, the time or
times when such Award shall be made, and the number of shares to be subject
to each Option or Restricted Stock Award. In making such determinations the
Committee shall take into account the nature of the services rendered by the
respective employees, their present and potential contribution to the
Company's success and such other factors as the Committee in its discretion
shall deem relevant.
(c) ADDITIONAL POWERS. The Committee shall have such additional
powers as are delegated to it by the other provisions of the Plan. Subject
to the express provisions of the Plan, this shall include the power to
construe the Plan and the respective agreements executed hereunder, to
prescribe rules and regulations relating to the Plan, to determine the terms,
restrictions and provisions of the agreement relating to each Award, and to
make all other determinations necessary or advisable for administering the
Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any agreement relating to an
Award in the manner and to the extent it shall deem expedient to carry it
into effect. The determinations of the Committee on the matters referred to
in this Paragraph IV shall be conclusive. The provisions of this Paragraph IV
with respect to decisions made by, and authority of, the Committee shall be
subject to the controlling provisions of Paragraph IX.
V. GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN
(a) STOCK GRANT AND AWARD LIMITS. Director Stock Awards shall be
awarded only to Nonemployee Directors as provided in Paragraph IX, and,
except as expressly authorized by Paragraph IX, no grant of an Award will be
made to a Nonemployee Director. The Committee may from time to time grant
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Options and/or Restricted Stock Awards to one or more employees determined by
it to be eligible for participation in the Plan in accordance with the
provisions of Paragraph VI. Subject to Paragraph X, the aggregate number of
shares of Common Stock that may be issued under the Plan shall not, on the
date of the grant of any Award, exceed an amount equal to 10% of the sum of
the number of then outstanding shares of Common Stock plus the aggregate
number of shares of Common Stock then issuable pursuant to the exercise,
conversion, or exchange of outstanding rights, warrants, convertible or
exchangeable securities or options (other than Options granted under the
Plan). The shares of Common Stock in the Company's treasury shall not be
deemed to be outstanding for purposes of calculating such limitation. To the
extent that an Award lapses or the rights of its Holder terminate, any shares
of Common Stock subject to such Award shall again be available for the grant
of an Award to the extent permitted under Rule 16b-3. Notwithstanding any
provision in the Plan to the contrary, the maximum number of shares of Common
Stock that may be subject to Options and/or Restricted Stock Awards granted
to any one individual during any calendar year beginning on or after January
1, 1996, may not exceed 250,000 (subject to adjustment in the same manner as
provided in Paragraph X hereof with respect to shares of Common Stock subject
to Awards then outstanding). The limitation set forth in the preceding
sentence shall be applied in a manner which will permit compensation
generated under the Plan to constitute "performance-based" compensation for
purposes of Section 162(m) of the Code, including, without limitation,
counting against such maximum number of shares, to the extent required under
Section 162(m) of the Code and applicable interpretive authority thereunder,
any shares subject to Options that are cancelled or repriced.
(b) STOCK OFFERED. The stock to be offered pursuant to the grant
of an Award may be authorized but unissued Common Stock or Common Stock
previously issued and outstanding and reacquired by the Company.
VI. ELIGIBILITY
Options and Restricted Stock Awards may be granted only to persons
who, at the time of grant, are employees. An Award to an employee may be
granted on more than one occasion, and, subject to the limitations set forth
in the Plan, such Award may include an Option, a Restricted Stock Award, or
any combination thereof. Director Stock Awards shall be awarded only to
Nonemployee Directors, and Options and Restricted Stock Awards may not be
granted to any Nonemployee Director.
VII. STOCK OPTIONS
(a) OPTION PERIOD. The term of each Option shall be as specified
by the Committee at the date of grant.
(b) LIMITATIONS ON EXERCISE OF OPTION. An Option shall be
exercisable in whole or in such installments and at such times as determined
by the Committee.
(c) NO INCENTIVE STOCK OPTIONS. Options granted under the Plan
shall not constitute incentive stock options within the meaning of Section
422 of the Code.
(d) OPTION AGREEMENT. Each Option shall be evidenced by an
Option Agreement in such form and containing such provisions not inconsistent
with the provisions of the Plan as the Committee from time to time shall
approve. Each Option Agreement shall specify the effect of termination of
employment on the exercisability of the Option. An Option Agreement may
provide for the payment of the option price, in whole or in part, by the
delivery of a number of shares of Common Stock (plus cash if necessary)
having a Fair Market
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Value equal to such option price. Moreover, an Option Agreement may provide
for a "cashless exercise" of the Option by establishing procedures whereby
the Holder, by a properly executed written notice, directs (i) an immediate
market sale or margin loan respecting all or a part of the shares of Common
Stock to which he is entitled upon exercise pursuant to an extension of
credit by the Company to the Holder of the option price, (ii) the delivery of
the shares of Common Stock from the Company directly to a brokerage firm, and
(iii) the delivery of the option price from sale or margin loan proceeds from
the brokerage firm directly to the Company. The terms and conditions of the
respective Option Agreements need not be identical.
(e) OPTION PRICE AND PAYMENT. The price at which a share of
Common Stock may be purchased upon exercise of an Option shall be determined
by the Committee but, subject to adjustment as provided in Paragraph X, such
purchase price shall not be less than 85% of the Fair Market Value of a share
of Common Stock on the date such Option is granted. The Option or portion
thereof may be exercised by delivery of an irrevocable notice of exercise to
the Company. The purchase price of the Option or portion thereof shall be
paid in full in the manner prescribed by the Committee. In connection with
the grant of an Option by the Committee to an employee, the Company, in its
discretion, may grant bonuses in cash to such employee on the date of
exercise of such Option in order to facilitate the payment of the purchase
price of such Option.
(f) SHAREHOLDER RIGHTS AND PRIVILEGES. The Holder shall be
entitled to all the privileges and rights of a shareholder only with respect
to such shares of Common Stock as have been purchased under the Option and
for which certificates of stock have been registered in the Holder's name.
(g) OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER
CORPORATIONS. Options may be granted under the Plan from time to time in
substitution for stock options held by individuals employed by corporations
who become employees as a result of a merger or consolidation of the
employing corporation with the Company or any subsidiary, or the acquisition
by the Company or a subsidiary of the assets of the employing corporation, or
the acquisition by the Company or a subsidiary of stock of the employing
corporation with the result that such employing corporation becomes a
subsidiary.
VIII. RESTRICTED STOCK AWARDS
(a) RESTRICTED STOCK SUBJECT TO TRANSFER AND FORFEITURE
RESTRICTIONS.
(i) Except as described in Subparagraph (b) below,
shares of Common Stock that are the subject of a Restricted Stock Award
shall be subject to restrictions on disposition by the Holder and an
obligation of the Holder to forfeit and surrender the shares to the
Company under certain circumstances (the "Forfeiture Restrictions") and
further to such other restrictions as shall be determined by the
Committee in its sole discretion. The Forfeiture Restrictions shall be
determined by the Committee in its sole discretion, and the Committee may
provide that the Forfeiture Restrictions shall lapse upon (1) the
attainment of targets established by the Committee that are based on (A)
the price of a share of Common Stock, (B) the Company's earnings per
share, (C) the Company's market share, (D) the market share of a business
unit of the Company designated by the Committee, (E) the Company's sales,
(F) the sales of a business unit of the Company designated by the
Committee, or (G) the return on stockholders' equity achieved by the
Company; (2) the Holder's continued employment with the Company for a
specified period of time; or (3) a combination of any two or more of the
factors listed in clauses (1) and (2) of this sentence or upon the
occurrence of any event or the satisfaction of any other condition
specified by the Committee in its sole discretion. Each Restricted Stock
Award may have different Forfeiture Restrictions, in the discretion of
the Committee. The Forfeiture Restrictions applicable to a particular
Restricted Stock Award shall not be changed except as permitted by
Subparagraph VIII(a)(ii) or Paragraph X.
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(ii) Common Stock awarded pursuant to a Restricted Stock Award
that includes Forfeiture Restrictions shall be represented by a stock
certificate registered in the name of the Holder of such Restricted Stock
Award. The Holder shall have the right to receive dividends with respect
to Common Stock subject to such a Restricted Stock Award, to vote Common
Stock subject thereto and to enjoy all other shareholder rights, except
that (1) the Holder shall not be entitled to delivery of the stock
certificate until the Forfeiture Restrictions have expired, (2) the Company
shall retain custody of the stock until the Forfeiture Restrictions have
expired, (3) the Holder may not sell, transfer, pledge, exchange,
hypothecate or otherwise dispose of the stock until the Forfeiture
Restrictions have expired, and (4) a breach of the terms and conditions
established by the Committee pursuant to the Restricted Stock Agreement,
shall cause a forfeiture of the Restricted Stock Award. At the time of
such Award, the Committee may, in its sole discretion, prescribe
additional terms, conditions or restrictions relating to Restricted Stock
Awards, including, but not limited to, rules pertaining to the termination
of employment (by retirement, disability, death or otherwise) of a Holder
prior to expiration of the Forfeiture Restrictions. Such additional terms,
conditions or restrictions shall be set forth in a Restricted Stock
Agreement made in conjunction with the Award.
(b) RESTRICTED STOCK SUBJECT ONLY TO TRANSFER RESTRICTIONS. In the
discretion of the Committee, shares of Common Stock that are the subject of a
Restricted Stock Award may be subject to restrictions on disposition by the
Holder without any obligation of the Holder to forfeit and surrender the shares
to the Company under any circumstances. Common Stock awarded pursuant to such
a Restricted Stock Award shall be represented by a stock certificate
registered in the name of the Holder of such Award. The Holder shall have
the right to receive dividends with respect to Common Stock subject to such a
Restricted Stock Award, to vote Common Stock subject thereto, and to enjoy
all other shareholder rights, except that (i) the transfer restrictions
described in the following sentence shall apply, (ii) the Holder shall not be
entitled to delivery of the stock certificate until such transfer
restrictions have expired, and (iii) the Company shall retain custody of the
stock until such transfer restrictions have expired. For a period of time
(which period shall be established by the Committee) after the effective date
of the grant of such a Restricted Stock Award or, if earlier, until the
occurrence of any event or the satisfaction of any condition specified by the
Committee, the shares of Common Stock issued in connection with such Award
may not be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of by the Holder; provided, however, that
such restriction shall not apply to the transfer of such shares of Common
Stock pursuant to a plan of reorganization of the Company, but the stock,
securities or other property received in exchange therefor shall also become
subject to the same transfer restrictions applicable to the original shares
of Common Stock, and shall be held by the Company pursuant to the provisions
hereof. Upon the expiration of such period or, if earlier, upon the
occurrence of such event or the satisfaction of such condition so specified
by the Committee, the transfer restrictions set forth in this Subparagraph
VIII(b) shall cease to apply and the Company shall deliver the Common Stock
certificate to the Holder.
(c) PAYMENT FOR RESTRICTED STOCK. The Committee shall determine
the amount and form of any payment for Common Stock received pursuant to a
Restricted Stock Award, provided that in the absence of such a determination,
a Holder shall not be required to make any payment for Common Stock received
pursuant to a Restricted Stock Award, except to the extent otherwise required
by law.
(d) AGREEMENTS. At the time any Award is made under this
Paragraph VIII, the Company and the Holder shall enter into a Restricted
Stock Agreement setting forth each of the matters contemplated hereby and
such other matters not inconsistent herewith as the Committee may determine
to be appropriate. The terms and provisions of the respective Restricted
Stock Agreements need not be identical.
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IX. DIRECTOR STOCK AWARDS
(a) DIRECTOR STOCK AWARDS. On the date of each annual meeting of
the shareholders of the Company that occurs on or after the date this
amendment and restatement of the Plan is adopted by the Board, the Company
shall, without cost to the recipient and without the exercise of the
discretion of any person or persons, award and issue to each Nonemployee
Director then in office or elected to the Board on the date of such meeting
that number of shares of Common Stock (rounded up to the nearest whole share)
determined by dividing (i) one-half of the annual retainer fee, if any,
payable by the Company to such Nonemployee Director for the year during which
such meeting occurs by (ii) the average of the Fair Market Values of a share
of Common Stock on the 20 consecutive Trading Days immediately preceding the
date that is three Trading Days prior to the date of such meeting. On the
last day of each March, June, September, and December (beginning with June 30,
1996), the Company shall, without cost to the recipient and without the
exercise of the discretion of any person or persons, award and issue to each
Nonemployee Director serving on the Executive Committee of the Board on such
date that number of shares of Common Stock (rounded up to the nearest whole
share) determined by dividing (1) one-eighth of the annual fee, if any,
payable by the Company to such Nonemployee Director for service on such
committee for the year during which such date occurs by (2) the average of
the fair market values of a share of Common Stock on the 20 consecutive
trading days immediately preceding the date that is three Trading Days prior
to such date. If, as of any date that the Plan is in effect, there are not
sufficient shares of Common Stock available under the Plan to allow for the
award to each Nonemployee Director of the number of shares provided in the
preceding provisions of this Subparagraph IX(a), each Nonemployee Director
shall receive his or her pro-rata share of the total number of shares of
Common Stock then available under the Plan. Shares of Common Stock issued
pursuant to a Director Stock Award shall be subject to the restrictions on
transfer described in Subparagraph (b) below, and such shares shall bear a
legend to reflect such transfer restrictions.
(b) DELIVERY OF SHARE CERTIFICATE; TRANSFER RESTRICTIONS. Common
Stock awarded pursuant to a Director Stock Award shall be represented by a
stock certificate registered in the name of the Holder of such Award. The
Holder shall have the right to receive dividends with respect to Common Stock
subject to a Director Stock Award, to vote Common Stock subject thereto, and
to enjoy all other shareholder rights, except that (i) the transfer
restrictions described in the following sentence shall apply, (ii) the Holder
shall not be entitled to delivery of the stock certificate until such
transfer restrictions have expired, and (iii) the Company shall retain
custody of the stock until such transfer restrictions have expired. For a
period of 24 months after the effective date of a Director Stock Award or, if
earlier, until the occurrence of a Corporate Change or the termination of the
Holder's service as a Director for any reason whatsoever, the shares of
Common Stock issued in connection with such Award may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of by the Holder; provided, however, that such restriction shall not
apply to the transfer of such shares of Common Stock pursuant to a plan of
reorganization of the Company, but the stock, securities or other property
received in exchange therefor shall also become subject to the same transfer
restrictions applicable to the original shares of Common Stock, and shall be
held by the Company pursuant to the provisions hereof. Upon the expiration
of such 24 month period or, if earlier, upon the occurrence of a Corporate
Change or the termination of the Holder's service as a Director for any
reason whatsoever, the transfer restrictions set forth in this Subparagraph
IX(b) shall cease to apply and the Company shall deliver the Common Stock
certificate to the Holder.
(c) NO DISCRETION. Except as expressly provided in this Paragraph IX,
Director Stock Awards shall be subject to the terms and conditions of the Plan;
provided, however, that if there is a conflict between the terms and conditions
of this Paragraph IX and any other term or condition of the Plan, then the
terms and conditions of this Paragraph IX shall control. The Committee may
not exercise any discretion with respect to a Director Stock Award that would
be inconsistent with the intent expressed in Paragraph XII(f) or would cause a
Nonemployee Director to cease to be a "disinterested director" within the
meaning of Rule 16b-3 with respect to the Plan and other stock related plans
of the Company.
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X. RECAPITALIZATION OR REORGANIZATION
(a) The existence of the Plan and the Awards granted hereunder
shall not affect in any way the right or power of the Board or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any
issue of debt or equity securities ahead of or affecting Common Stock or the
rights thereof, the dissolution or liquidation of the Company or any sale,
lease, exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding.
(b) The shares with respect to which Options may be granted are
shares of Common Stock as presently constituted, but if, and whenever, prior
to the expiration of an Option theretofore granted, the Company shall effect
a subdivision or consolidation of shares of Common Stock or the payment of a
stock dividend on Common Stock without receipt of consideration by the
Company, the number of shares of Common Stock with respect to which such
Option may thereafter be exercised (i) in the event of an increase in the
number of outstanding shares shall be proportionately increased, and the
purchase price per share shall be proportionately reduced, and (ii) in the
event of a reduction in the number of outstanding shares shall be
proportionately reduced, and the purchase price per share shall be
proportionately increased. Any fractional share resulting from such
adjustment shall be rounded up to the next whole share.
(c) If the Company recapitalizes, reclassifies its capital stock,
or otherwise changes its capital structure (a "recapitalization"), the number
and class of shares of Common Stock covered by an Option theretofore granted
shall be adjusted so that such Option shall thereafter cover the number and
class of shares of stock and securities to which the Holder would have been
entitled pursuant to the terms of the recapitalization if, immediately prior
to the recapitalization, the Holder had been the holder of record of the
number of shares of Common Stock then covered by such Option. If (i) the
Company shall not be the surviving entity in any merger or consolidation (or
survives only as a subsidiary of an entity other than a previously wholly
owned subsidiary of the Company), (ii) the Company sells, leases or exchanges
or agrees to sell, lease or exchange all or substantially all of its assets
to any other person or entity (other than a wholly owned subsidiary of the
Company), (iii) the Company is to be dissolved and liquidated, (iv) any
person or entity, including a "group" as contemplated by Section 13(d)(3) of
the 1934 Act, acquires or gains ownership or control (including, without
limitation, power to vote) of more than 50% of the outstanding shares of the
Company's voting stock (based upon voting power), or (v) as a result of or in
connection with a contested election of directors, the persons who were
directors of the Company before such election shall cease to constitute a
majority of the Board (each such event is referred to herein as a "Corporate
Change"), no later than (x) ten days after the approval by the shareholders
of the Company of such merger, consolidation, reorganization, sale, lease or
exchange of assets or dissolution or such election of directors or (y) thirty
days after a Corporate Change of the type described in clause (iv), the
Committee, acting in its sole discretion without the consent or approval of
any Holder, shall effect one or more of the following alternatives, which may
vary among individual Holders and which may vary among Options held by any
individual Holder: (1) accelerate the time at which Options then outstanding
may be exercised so that such Options may be exercised in full for a limited
period of time on or before a specified date (before or after such Corporate
Change) fixed by the Committee, after which specified date all unexercised
Options and all rights of Holders thereunder shall terminate, (2) require the
mandatory surrender to the Company by selected Holders of some or all of the
outstanding Options held by such Holders (irrespective of whether such
Options are then exercisable under the provisions of the Plan) as of a date,
before or after such Corporate Change, specified by the Committee, in which
event the Committee shall thereupon cancel such Options and pay to each
Holder an amount of cash per share equal to the excess, if any, of the amount
calculated in Subparagraph (d) below (the "Change of Control Value") of the
shares subject to such Option over the exercise price(s) under such Options
for such shares, (3) make such adjustments to Options then outstanding as the
Committee deems appropriate to reflect such Corporate Change (provided,
however, that the Committee may
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<PAGE>
determine in its sole discretion that no adjustment is necessary to Options
then outstanding) or (4) provide that the number and class of shares of
Common Stock covered by an Option theretofore granted shall be adjusted so
that such Option shall thereafter cover the number and class of shares of
stock or other securities or property (including, without limitation, cash)
to which the Holder would have been entitled pursuant to the terms of the
agreement of merger, consolidation or sale of assets and dissolution if,
immediately prior to such merger, consolidation or sale of assets and
dissolution, the Holder had been the holder of record of the number of shares
of Common Stock then covered by such Option.
(d) For the purposes of clause (2) in Subparagraph (c) above, the
"Change of Control Value" shall equal the amount determined in clause (i),
(ii) or (iii), whichever is applicable, as follows: (i) the per share price
offered to shareholders of the Company in any such merger, consolidation,
sale of assets or dissolution transaction, (ii) the price per share offered
to shareholders of the Company in any tender offer or exchange offer whereby
a Corporate Change takes place, or (iii) if such Corporate Change occurs
other than pursuant to a tender or exchange offer, the Fair Market value per
share of the shares into which such Options being surrendered are
exercisable, as determined by the Committee as of the date determined by the
Committee to be the date of cancellation and surrender of such Options. In
the event that the consideration offered to shareholders of the Company in
any transaction described in this Subparagraph (d) or Subparagraph (c) above
consists of anything other than cash, the Committee shall determine the fair
cash equivalent of the portion of the consideration offered which is other
than cash.
(e) In the event of changes in the outstanding Common Stock by
reason of recapitalization, reorganizations, mergers, consolidations,
combinations, exchanges or other relevant changes in capitalization occurring
after the date of the grant of any Restricted Stock Award, such Award and
any agreement evidencing such Award shall be subject to adjustment by the
Committee at its discretion as to the number and price of shares of Common
Stock or other consideration subject to such Award. In the event of any such
change in the outstanding Common Stock, the aggregate number of shares
available under the Plan may be appropriately adjusted by the Committee,
whose determination shall be conclusive.
(f) Any adjustment provided for in the above Subparagraphs shall be
subject to any required shareholder action.
(g) Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares
of stock of any class, for cash, property, labor or services, upon direct
sale, upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such
shares or other securities, and in any case whether or not for fair value,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Common Stock subject to Awards
theretofore granted or the purchase price per share, if applicable.
(h) Plan provisions to the contrary notwithstanding, with respect
to any Restricted Stock Awards described in Subparagraph VIII(a) that are
outstanding at the time a Corporate Change as described in Subparagraph (c)
above occurs, the Committee may, in its discretion and as of a date
determined by the Committee, fully vest any or all Common Stock awarded to
the Holder pursuant to such Restricted Stock Award and then outstanding and,
upon such vesting, all restrictions applicable to such Restricted Stock Award
shall terminate as of such date. Any action by the Committee pursuant to
this Subparagraph may vary among individual Holders and may vary among the
Restricted Stock Awards held by any individual Holder.
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XI. AMENDMENT AND TERMINATION OF THE PLAN
The Board in its discretion may terminate the Plan at any time with
respect to any shares of Common Stock for which Awards have not theretofore
been granted. The Board shall have the right to alter or amend the Plan or
any part thereof from time to time; provided that no change in any Award
theretofore granted may be made which would impair the rights of the Holder
without the consent of the Holder, and provided, further, that the Board may
not, without approval of the shareholders, amend the Plan:
(a) to increase the maximum number of shares of Common Stock which
may be issued on exercise of Options or pursuant to Director Stock Awards or
Restricted Stock Awards, except as provided in Paragraph X;
(b) to change the minimum Option price;
(c) to change the class of individuals eligible to receive Awards
or materially increase the benefits accruing to individuals under the Plan;
(d) to extend the maximum period during which Awards may be granted
under the Plan;
(e) to modify materially the requirements as to eligibility for
participation in the Plan;
(f) to change the provisions of Paragraph IX; or
(g) to decrease any authority granted to the Committee hereunder in
contravention of Rule 16b-3.
XII. MISCELLANEOUS
(a) NO RIGHT TO AN AWARD. Neither the adoption of the Plan nor any
action of the Board or of the Committee shall be deemed to give an employee
any right to be granted an Option, a right to a Restricted Stock Award, or
any other rights hereunder except as may be evidenced by an Option Agreement
or a Restricted Stock Agreement duly executed on behalf of the Company, and
then only to the extent and on the terms and conditions expressly set forth
therein. The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
funds or assets to assure the payment of any Award.
(b) NO EMPLOYMENT RIGHTS CONFERRED. Nothing contained in the Plan
shall (i) confer upon any employee any right with respect to continuation of
employment with the Company or any subsidiary or (ii) interfere in any way
with the right of the Company or any subsidiary to terminate his or her
employment at any time.
(c) OTHER LAWS; WITHHOLDING. The Company shall not be obligated to
issue any Common Stock pursuant to any Award granted under the Plan at any
time when the shares covered by such Award have not been registered under the
Securities Act of 1933 and such other state and federal laws, rules or
regulations as the Company or the Committee deems applicable and, in the
opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules or regulations available for
the issuance and sale of such shares. No fractional shares of Common Stock
shall be delivered, nor shall any cash in lieu of fractional shares be paid.
The Company shall have the right to deduct in connection with all Awards any
taxes
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<PAGE>
required by law to be withheld and to require any payments required to enable
it to satisfy its withholding obligations.
(d) NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the
Plan shall be construed to prevent the Company or any subsidiary from taking
any corporate action which is deemed by the Company or such subsidiary to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any Award made under the Plan. No employee,
Nonemployee Director, beneficiary or other person shall have any claim
against the Company or any subsidiary as a result of any such action.
(e) RESTRICTIONS ON TRANSFER. Except to the extent otherwise
provided herein, an Award shall not be transferable otherwise than by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder. An Award
shall be exercisable during the lifetime of a Holder only by such Holder or
the Holder's guardian or legal representative.
(f) RULE 16b-3. It is intended that the Plan and any grant of an
Award made to a person subject to Section 16 of the 1934 Act meet all of the
requirements of Rule 16b-3. If any provision of the Plan or any such Award
would disqualify the Plan or such Award under, or would otherwise not comply
with, Rule 16b-3, such provision or Award shall be construed or deemed
amended to conform to Rule 16b-3.
(g) GOVERNING LAW. This Plan shall be construed in accordance with
the laws of the State of New York.
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Exhibit 5.1
June 7, 1996
Forest Oil Corporation
1600 Broadway
Suite 2200
Denver, Colorado 80202
Ladies and Gentlemen:
As Corporate Counsel of Forest Oil Corporation, a New York corporation (the
"Company"), I am familiar with the affairs of the Company and I have
participated in the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended (the "Securities Act"), the issuance of up to
2,615,758 shares of the Company's Common Stock, Par Value $.10 Per Share (the
"Shares") to be issued pursuant to the Company's Stock Incentive Plan (formerly
the Company's 1992 Stock Option Plan) and the resales of such stock by certain
directors and employees of the Company.
Before rendering my opinion, I have examined such corporate records of the
Company, resolutions of its Board of Directors and certificates, instruments and
other documents, and I reviewed such questions of law, as I considered
appropriate for purposes of my opinion.
Based on the foregoing, I am of the opinion that:
(1) the Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of New York; and
(2) when the Registration Statement becomes effective under the Securities
Act, any applicable state securities or Blue Sky laws have been complied with
and the Shares have been issued and delivered and paid for as described in the
Company's Stock Incentive Plan (formerly the Company's 1992 Stock Option Plan),
the Shares will be validly issued, fully paid and nonassessable.
Very truly yours,
Daniel L. McNamara
Corporate Counsel of
Forest Oil Corporation
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
BOARD OF DIRECTORS
FOREST OIL CORPORATION:
We consent to the incorporation by reference in the registration statement on
Form S-8 relating to the Forest Oil Corporation Stock Incentive Plan of our
report dated February 20, 1996, relating to the consolidated balance sheets of
Forest Oil Corporation and subsidiaries as of December 31, 1995 and 1994, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1995, which report appears in the December 31, 1995 Annual Report on Form 10-K
of Forest Oil Corporation.
KPMG PEAT MARWICK LLP
Denver, Colorado
June 5, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
FOREST OIL CORPORATION:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 relating to the Forest Oil Corporation Stock Incentive Plan of our
report dated February 1, 1995 relating to the consolidated balance sheets of
ATCOR Resources Ltd. at December 31, 1994 and 1993, and the consolidated
statements of earnings and retained earnings and changes in financial position
for each of the years in the three-year period ended December 31, 1994, which
report is incorporated by reference in the Current Report on Form 8-K/A of
Forest Oil Corporation, dated January 31, 1996, from the registration statement,
as amended, (No. 33-64949) on Form S-2 of Forest Oil Corporation.
PRICE WATERHOUSE
Calgary, Alberta
June 5, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
31st day of May, 1996.
/s/ PHILIP F. ANSCHUTZ
---------------------------
Philip F. Anschutz
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
31st day of May, 1996.
/s/ ROBERT S. BOSWELL
---------------------------
Robert S. Boswell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
24th day of May, 1996.
/s/ WILLIAM L. BRITTON
-----------------------
William L. Britton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
16th day of May, 1996.
/s/ RICHARD J. CALLAHAN
---------------------------
Richard J. Callahan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
16th day of May, 1996.
/s/ WILLIAM L. DORN
---------------------------
William L. Dorn
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
31st day of May, 1996.
/s/ JORDAN L. HAINES
---------------------------
Jordan L. Haines
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
31st day of May, 1996.
/s/ DAVID H. KEYTE
---------------------------
David H. Keyte
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
31st day of May, 1996.
/s/ JAMES H. LEE
---------------------------
James H. Lee
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
31st day of May, 1996.
/s/ CRAIG D. SLATER
---------------------------
Craig D. Slater
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
31st day of May, 1996.
/s/ JOAN C. SONNEN
---------------------------
Joan C. Sonnen
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
17th day of May, 1996.
/s/ DRAKE S. TEMPEST
---------------------------
Drake S. Tempest
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of FOREST OIL CORPORATION, a New York corporation (the
"Company"), does hereby constitute and appoint Daniel L. McNamara and
Barbara E. Chesebro his true and lawful attorneys and agents (each with the
authority to act alone), to do any and all acts and things and to execute any
and all instruments which said attorneys and agents deem necessary or
advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of the offering, sale and delivery
of shares of Common Stock, par value $.10 per share of the Company (the
"Securities"), including specifically, but without limiting the generality
of the foregoing, the power and authority to sign for and on behalf of the
undersigned the name of the undersigned as officer or director, or both, of
the Company to a Registration Statement or to any amendment thereto filed
with the Securities and Exchange Commission in respect of the Securities, and
to any instrument or document filed as a part of, as an exhibit to or in
connection with said Registration Statement or amendment; and (ii) to
register or qualify the Securities for sale and to register or license the
Company as a broker or dealer in the Securities under the securities or Blue
Sky Laws of all such States as may be necessary or appropriate to permit
therein the offering and sale of the Securities as contemplated by said
Registration Statement, including specifically, without limitation, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to any
application, statement, petition, prospectus, notice or other instrument or
document, or to any amendment thereto, or to any exhibit filed as part
thereof or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying the Securities or registering or licensing the
Company, and the undersigned does hereby ratify and confirm as his own act
and deed all that said attorneys and agents shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
31st day of May, 1996.
/s/ MICHAEL B. YANNEY
---------------------------
Michael B. Yanney
