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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER 1-13916
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UNION PACIFIC RESOURCES GROUP INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
UTAH 13-2647483
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 MAIN STREET
FORT WORTH, TEXAS 76102
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (817) 321-6000
Securities registered pursuant to Section 12(b) of the Act:
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<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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<S> <C>
Common Stock New York Stock Exchange
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of February 29, 2000, the aggregate market value of the registrant's
Common Stock held by non-affiliates (using the New York Stock Exchange closing
price) was approximately $2.25 billion.
The number of shares outstanding of the registrant's Common Stock as of
February 29, 2000 was 251,952,336.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
(a) DIRECTORS OF REGISTRANT
The following sets forth certain information regarding the directors of the
Company, including the office or positions held by the nominee in his or her
principal occupation or employment since January 1995:
H. Jesse Arnelle -- Of Counsel, Womble, Carlyle, Sandridge & Rice, law
firm, Winston-Salem, North Carolina, since January 1998. Partner, Arnelle,
Hastie, McGee, Willis & Greene, law firm, from January 1995 through October
1997. Director, Armstrong World Industries Inc., Eastman Chemical Co., FPL
Group, Inc., Gannett Co., Inc., Textron Inc., Waste Management Inc. Director
since November 1995. Age 66.
Lynne V. Cheney -- Distinguished Fellow, the American Enterprise Institute
for Public Policy Research, Washington, D.C., since 1993. Author and lecturer on
public policy issues. Director, Exide Corporation, IDS Mutual Fund Group,
Lockheed Martin Corporation, Reader's Digest Association. Director since
November 1995. Age 58.
Preston M. Geren III -- Attorney-at-law, Fort Worth, Texas, since August
1998. From January 1997 through August 1998, management consultant for Public
Strategies, Inc. Congressman for the Texas Twelfth Congressional District of the
U.S. House of Representatives from September 1989 to January 1997. Director
since February 1997. Age 48.
Lawrence M. Jones -- Retired Chairman and Chief Executive Officer, The
Coleman Company, Inc., manufacturer of home and recreational products, Wichita,
Kansas, since January 1994. Director, Airxcel, Inc. Director since November
1995. Age 68.
Drew Lewis -- Former Chairman of the Company, and Former Chairman, Chief
Executive Officer and Director of Union Pacific Corporation ("UPC"), a
transportation company, Omaha, Nebraska. Chairman and Chief Executive Officer of
UPC from May 1994 through December 1996. Chairman, President and Chief Executive
Officer of UPC through May 1994. Director, American Express Company, FPL Group,
Inc., Gannett Co., Inc., Millennium Bank. Director since August 1995. Age 68.
George Lindahl III -- Chairman, President and Chief Executive Officer of
the Company, Fort Worth, Texas, since July 1999. President and Chief Operating
Officer of the Company from October 1996 until July 1999. Executive Vice
President -- Operations of the Company from August 1995 until October 1996. Vice
President -- Operations for Union Pacific Resources Company from October 1992
until August 1995. Director since July 1999. Age 53.
Claudine B. Malone -- President, Financial & Management Consulting, Inc.,
management consulting firm, McLean, Virginia, since 1994. Director, Dell
Computer Corporation, Hannaford Brothers Co., Hasbro, Inc., Houghton Mifflin
Company, Lafarge Corporation, The Limited, Inc., Lowe's Companies, Mallinckrodt
Inc., S.A.I.C. Director since November 1995. Age 63.
John W. Poduska, Sr., Ph.D. -- Chairman, Advanced Visual Systems Inc.,
provider of visualization software, Boston, Massachusetts, since January 1992.
Director, Cambridge Technology Partners (Massachusetts), Inc., eMerge
Interactive, Inc., Number Nine Visual Technology Corporation, Safeguard
Scientifics, Inc. Director since November 1995. Age 62.
Michael E. Rossi -- Chairman, Shorestein Realty Service, a realty company,
San Francisco, California, since November 1998. From August 1993 through June
1997, Vice Chairman of BankAmerica Corporation. Director, Del Webb Corporation.
Director since June 1997. Age 55.
Jeff Sandefer -- President, Sandefer Capital Partners L.P., an oil and gas
investment firm, Austin, Texas, since 1995. Member of Faculty of University of
Texas, Graduate School of Business, since 1990. Founder and Director of the
Foundation for Entrepreneurial Excellence at the University of Texas since 1997.
Director since October 1999. Age 39.
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Samuel K. Skinner -- Co-Chairman and Partner, Hopkins and Sutter, law firm,
Chicago, Illinois, since November 1998. From February 1993 through April 1998,
President of Unicom Corporation and Commonwealth Edison Company, a wholly owned
subsidiary of Unicom Corporation. Director, ANTEC Corporation, LTV Corporation,
Midwest Holdings Corporation, Navigant Consulting Inc., USFreightways
Corporation. Director since October 1996. Age 61.
James R. Thompson -- Partner, Chairman and Chairman of the Executive
Committee, Winston & Strawn, law firm, Chicago, Illinois, for more than five
years. Governor of Illinois from 1977 through 1991. Director, American National
Can Co., FMC Corporation, Hollinger International Inc., Jefferson Smurfit Group
(PLC) Dublin, Metal Management Inc., Navigant Consulting Inc., Prime Group
Realty Trust, Prime Retail, Inc. Member, International Advisory Council of the
Bank of Montreal. Director since November 1995. Age 63.
(b) EXECUTIVE OFFICERS OF REGISTRANT
Information concerning executive officers is presented in Part I of this
report under Executive Officers of the Registrant.
(c) SECTION 16(a) COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers, directors and 10%
shareholders to file initial reports of beneficial ownership and reports of
changes in beneficial ownership with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange. Such persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company has determined that H. Jesse Arnelle inadvertently had
three late filings related to the acquisition of an aggregate of 15.789 shares
of Common Stock in nine dividend reinvestment transactions in a brokerage
account between July 1996 and October 1998.
ITEM 11. EXECUTIVE COMPENSATION
(a) COMPENSATION OF OUTSIDE DIRECTORS
Cash Compensation. Directors who are not employees of the Company ("outside
directors") receive an annual retainer of $40,000. In addition, Committee Chairs
receive annual retainers of $5,000 each. Retainers are paid to the outside
directors in four equal installments at the end of each calendar quarter, with
the fourth quarter payment forfeited if attendance at the Board and Committee
meetings for the year is below 75%. Outside directors receive no additional
meeting fees but are reimbursed for travel expenses incurred in conjunction with
their attendance at Board and Committee meetings. Outside directors may defer
cash compensation under the Deferred Compensation Plan for the Board of
Directors ("Directors Deferred Compensation Plan"), as described below.
Amended and Restated 1995 Directors Stock Incentive Plan. The Company
adopted the 1995 Directors Stock Incentive Plan (formerly known as the 1995
Directors Stock Option Plan) as a mechanism to provide equity-based compensation
to outside directors (the "1995 Directors Stock Incentive Plan"). Under the 1995
Directors Stock Incentive Plan as amended in July 1998, grants and awards of
equity-based compensation to outside directors are made at the discretion of the
Board.
Additional amendments were adopted on January 21, 1999, to further clarify
the Board's discretion with respect to future grants and awards under the 1995
Directors Stock Incentive Plan, to eliminate prospectively the automatic grant
feature that had been adopted in March 1997 and, subject to shareholder
approval, to increase the number of shares of Common Stock that could be issued
under the 1995 Directors Stock Incentive Plan from 1,000,000 to 1,500,000
shares. The increase in the number of shares that could be issued was approved
by the shareholders at the 1999 Annual Meeting of Shareholders.
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On March 2, 1999, each outside director was granted an option to purchase
16,500 shares of Common Stock at an exercise price of $9.44 per share. This
option vested on the first anniversary of the grant date.
A director who ceases service on the Board generally would only be
permitted to exercise vested options under the 1995 Directors Stock Incentive
Plan as of the date service is terminated, and unvested options would be
forfeited; provided, however, that, in the event of a director's death,
disability or mandatory retirement or in the event of a change in control of the
Company, the unvested options would vest and become immediately exercisable
(other than options that become exercisable upon the attainment of performance
targets which, at the time of such director's death, disability, retirement or
change in control, have not been met). In addition, a director must exercise his
or her vested options within six months after the director's departure, except
where the director is required to retire from the Board in accordance with the
Company's mandatory retirement policy, in which case the director has five years
in which to exercise the options, but in no event beyond the term of the option.
The 1995 Directors Stock Incentive Plan permits directors to transfer options to
members of their immediate families, either directly or through a trust or
similar vehicle.
At a meeting held on April 2, 2000, the Board approved a stock merger
agreement with Anadarko Petroleum Corporation ("Anadarko"). Shareholder approval
of the merger with Anadarko will constitute a change in control under the 1995
Director Stock Incentive Plan. The Board decided in connection with approval of
the stock merger, and the consequent loss of Board seats which would occur as a
result of the merger, to amend the 1995 Directors Stock Incentive Plan and,
where necessary, any grant agreements made thereunder, to provide a director who
is required to resign because of a change in control and who is not elected or
appointed a director of Anadarko the same five-year post-termination period in
which to exercise a vested option as afforded a director who is required to
retire from the Board in accordance with the Company's mandatory retirement
policy. As noted above, under the 1995 Directors Stock Incentive Plan, no
director option can be exercised beyond its original 10-year term.
Under the Anadarko merger agreement, the Company is required to take all
actions as may be necessary to cause each unexpired and unexercised outstanding
option granted or issued under any of its stock option plans (including the 1995
Directors Stock Incentive Plan) to be automatically converted at the effective
date of the merger with Anadarko into an option to purchase shares of Anadarko
common stock. The number of Anadarko shares subject to the converted option
would equal the number of Company shares subject to the original option
immediately prior to the merger (without regard to any actual restrictions on
exercisability) multiplied by the Exchange Ratio (as defined) for the merger
(rounded to the nearest share). The exercise price of the converted option would
be equal to the exercise price of the original option divided by the Exchange
Ratio (rounded to the nearest cent). All other terms and conditions of the
converted option would be the same as the terms and conditions of the original
option as they existed immediately before the merger, except that Anadarko would
equitably adjust any applicable performance target under any original option to
a comparable performance target under the converted option.
Directors Deferred Compensation Plan. The Directors Deferred Compensation
Plan is designed to allow outside directors to defer the receipt of compensation
as directors, and consequently defer federal income taxes on their compensation
as directors, provided elections are made timely by the director. Under the
Directors Deferred Compensation Plan, an outside director may defer all or any
portion of his or her cash compensation for services to either a Stock Unit
Account or a Fixed Income Account.
The Company credits an additional 25% to the account of any director who
elects to have his or her cash compensation invested in the Stock Unit Account
for a period of at least three years. The Company's matching contribution
remains invested in the Stock Unit Account until the director terminates his or
her services as a director of the Company.
The Fixed Income Account earns interest compounded annually at a rate
determined by the Treasurer of the Company in January of each year based on
utility and corporate bond yields. The Stock Unit Account fluctuates in value
based on changes in the price of Common Stock, and equivalents to cash dividends
paid on the Common Stock are deemed to be reinvested in additional stock units.
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Distributions from the Fixed Income Account are made in cash. All
distributions from the Stock Unit Account are made in whole shares of Common
Stock, and fractional shares are paid in cash. For amounts in the Stock Unit
Account, payment is to be made beginning in January following termination of
service as a director. For amounts in the Fixed Income Account, payment is to be
made at the election of the director either at the time of termination or
beginning in the January following retirement from the director's principal
occupation. Subject to the foregoing conditions, deferred compensation may be
paid, at the election of the director, in either a lump sum or in up to 10
annual installments.
During 1999, outside directors deferred $176,250 to Stock Unit Accounts
under the Directors Deferred Compensation Plan. No amounts were deferred to
Fixed Income Accounts.
(b) EXECUTIVE COMPENSATION
Report on Executive Compensation
The Compensation Committee (known as the Compensation and Corporate
Governance Committee until January 2000) is composed of four independent
non-employee directors ("outside directors") and is responsible for
administering the executive officer compensation and stock ownership programs of
the Company, subject to approval of executive officers' salaries by the Board of
Directors (the "Board"). These programs consist of two elements, annual
compensation and long-term incentive compensation. They are designed to provide
payment for performance of assigned responsibilities and achievement of goals
that support the Company's overall objective of enhancing shareholder value. We
believe that this objective will be achieved only if the Company is able to
attract and retain outstanding talent and, through a competitive compensation
program, provide incentives tied to the creation of shareholder value.
This Report on Executive Compensation describes the application of this
philosophy to the Compensation Committee's decisions concerning compensation for
1999, and for the first quarter of 2000.
Annual Compensation
Annual compensation for executive officers consists of two components: base
salary and annual incentive pay.
Base Salary. The Compensation Committee reviews each executive officer's
salary annually, taking into consideration a number of factors, including: (i)
the executive officer's individual performance, (ii) the Company's performance,
(iii) the executive officer's position and responsibility, (iv) the executive
officer's experience and expertise, (v) salaries at comparable companies, and
(vi) internal pay equity. In recommending salary adjustments to the Board, the
Compensation Committee exercises subjective judgment applying no specific
weights to the above factors. However, the Compensation Committee believes that
base salaries that average at or near the median for comparable companies are
generally appropriate as a frame of reference for base pay decisions. The base
salary of each executive officer position for which comparable data is available
is less than the median of the comparable position at comparable companies.
Specific compensation for individual executive officers will vary from these
levels as a result of the subjective judgment of the Compensation Committee and
the Board. Comparable companies that we reference with respect to compensation
for our executive officers include most of those companies in the peer group on
the Performance Graph, as well as several other energy companies with which the
Company competes for executive talent. Comparable companies were selected with
the assistance of an independent consulting firm.
Annual Incentive Pay. Annual incentive pay is awarded under the Executive
Incentive Plan (the "EIP"). The EIP is a bonus program designed to tie executive
officers' "at-risk" incentive pay specifically to the Company's performance. The
EIP is administered by the Compensation Committee.
The EIP establishes an incentive reserve account (the "Incentive Reserve
Account") which may be funded annually based upon the incentive reserve funding
formula outlined in the EIP. Under the EIP's incentive reserve funding formula,
the Board may, at its discretion, credit the Incentive Reserve Account each year
with such amount as it may determine, subject to a maximum amount for any year
based on a specified percentage (from 0.25% to 0.5%) of earnings before
interest, taxes, depreciation, depletion and amortization,
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and expensed exploration costs excluding exploration overhead ("Incentive
Income"). The actual percentage of Incentive Income that may be credited is
based upon a calculation of the Incentive Income Return on Average Annual Assets
("Incentive Return"). However, no contribution may be made to the Incentive
Reserve Account if the Incentive Return does not meet a specified minimum.
"Average Annual Assets" for purposes of computing Incentive Return is calculated
as the average of: (1) total assets as shown on the consolidated financial
statements of the Company at the beginning of each year; and (2) total assets as
shown on the consolidated financial statements of the Company at the end of such
year. Incentive Income is determined in accordance with generally accepted
accounting principles, before giving effect to any provision for amounts to be
credited to the Incentive Reserve Account. Incentive Income excludes results of
discontinued operations and the effects of changes in accounting principles. Any
amounts credited to the Incentive Reserve Account which are not awarded in a
given year may be carried forward and awarded by the Compensation Committee to
executive officers in future years during which the EIP remains in effect.
As soon as practicable after the end of each year, or in December of any
year, the Compensation Committee may issue awards under the EIP that do not
exceed the unawarded balance in the Incentive Reserve Account. The maximum
annual award which could have been made during 1999 under the EIP to executive
officers whose compensation was subject to Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), was 0.1325% of Covered Incentive
Income for the Chief Executive Officer and 0.0662% of Covered Incentive Income
for the four highest compensated executive officers other than the Chief
Executive Officer. Covered Incentive Income is defined as the greater of
Incentive Income for the year or Incentive Income for the first eleven months of
the year. Individual awards will be determined in the subjective judgment of the
Compensation Committee in amounts less than the maximum allowed under the EIP
and will vary depending upon the evaluation of each executive officer's
performance and the other factors described in the Base Salary discussion above.
No specific weight is given to any one factor. The Compensation Committee
believes that total cash compensation (including base salary and annual
incentive pay), at or near the 75th percentile for comparable companies, is
appropriate for the Compensation Committee to use as a frame of reference for
compensation decisions.
Long-Term Incentive Compensation
The Compensation Committee believes that long-term incentive compensation
should constitute a substantial portion of each executive officer's total
compensation. Long-term incentive compensation provides incentives that
encourage the executive officers to own and hold Common Stock, ties their
long-term economic interests directly to those of the shareholders and helps the
Company to recruit and retain qualified executive officers. The Company's
long-term incentives currently include stock option grants and retention stock
awards under the 1995 Stock Option and Retention Stock Plan (the "1995 Plan").
The Company also maintains specific stock ownership guidelines for its executive
officers.
The 1995 Plan. Stock options granted to executive officers are options to
purchase shares of Common Stock in the future at an exercise price equal to or
greater than the fair market value of the Common Stock on the date of the grant
and, when vested, are exercisable for up to ten years from the date of grant
("Stock Options"). The 1995 Plan permits executive officers to transfer Stock
Options to members of their immediate families, either directly or through a
trust or similar vehicle. Retention stock awards are shares of Common Stock
awarded to executive officers that are not transferable and are subject to
forfeiture if the executive officer terminates employment before the vesting
period lapses ("Retention Stock"). Dividends declared and paid on the Common
Stock are also paid on the Retention Stock as compensation until such Retention
Stock vests or is forfeited.
Stock Options are granted and Retention Stock is awarded periodically, with
the magnitude of the grant or award based upon an executive officer's position,
experience, individual performance, base pay and surveys provided by independent
consultants of the Company. The Compensation Committee generally believes that
the value of Stock Options granted and Retention Stock awarded should be
determined with reference to a multiple of the base salary of an executive
officer. However, the Compensation Committee exercises subjective judgment with
regard to the size of the grant or award. Salary multiples are recommended by an
independent consulting firm engaged by the Company, subject to adjustment by the
Compensation Commit-
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tee. The salary multiple used varies by the salary of the executive officer.
Except to the extent that an executive officer is approaching the per-person
limit under the 1995 Plan, the number of Stock Options already held by an
executive officer and the number of shares of Retention Stock previously awarded
are not factors considered in connection with a grant of Stock Options or an
award of Retention Stock.
In January 1999, the Compensation Committee evaluated the effectiveness of
then-outstanding Stock Option grants and Retention Stock awards in achieving the
Compensation Committee's executive compensation goals and concluded, based upon
stock prices at that time, that larger than usual grants of Stock Options and
awards of Retention Stock should be made to maintain a competitive compensation
package and retain executive officers through the Company's restructuring
period. The Compensation Committee approved a Stock Option grant based upon the
independent consultant's salary multiple, which was determined at the 75th
percentile of comparable companies. Additionally, in order to provide further
incentives to help to retain executive officers, the Compensation Committee
approved an award of Retention Stock equal to two-times the independent
consultant's salary multiple. The Stock Options vested one year after the grant
date, and the shares of Retention Stock were scheduled to vest in one-third
increments over three years upon the first, second and third anniversaries of
the award date, with the Retention Stock subject to accelerated vesting if
certain stock price objectives were achieved. One-half of the shares of
Retention Stock vested in April 1999, when the first stock price objective was
achieved, and the remaining one-half vested in May 1999, when the second stock
price objective was achieved.
In January 2000, the Compensation Committee considered making additional
grants of Stock Options based on the recommendation of the Company's independent
consultant. At that time, the Committee determined to grant Stock Options to
executive officers, and asked the Company's management to present its final
Stock Option recommendations to the Committee for action at its next regularly
scheduled meeting to be held on March 29, 2000.
On March 29, 2000, the Compensation Committee granted Stock Options,
effective March 30, 2000, in the following amounts to the following named
executive officers: George Lindahl III, 330,000; Donald W. Niemiec, 90,000;
Morris B. Smith, 90,000; Anne M. Franklin, 70,000; and John B. Vering, 80,000.
In addition, the Committee granted an aggregate of 100,000 additional Stock
Options to two other executive officers.
Each of the Stock Options granted to executive officers was granted at 100%
of the fair market value of a share of Common Stock on March 30, 2000, has a
term of ten years and vests in one year, subject to acceleration in the event of
a change in control under the executive's change in control agreement.
Shareholder approval of the proposed stock merger with Anadarko Petroleum
Corporation ("Anadarko") would constitute a change in control for purposes of
these and other Stock Options held by executive officers. Under the Anadarko
merger agreement, the Company is required to take all actions as may be
necessary to cause each unexpired and unexercised Stock Option (including those
under the 1995 Plan) to be automatically converted, at the Exchange Ratio (as
defined) for the merger, into an option to purchase shares of Anadarko common
stock (rounded to the nearest share), at an exercise price equal to the exercise
price of the original option divided by the Exchange Ratio (rounded to the
nearest cent), with any applicable performance target equitably adjusted.
Stock Ownership Guidelines. The Company has established stock ownership
guidelines for all executive officers to ensure that the financial interests of
the executive officers remain aligned with those of the shareholders. The
executive officers are expected to make continuing progress toward compliance
with these guidelines. The guidelines range from a market value equal to two
times salary for first level executive officers, to four times salary for the
Chairman, President and Chief Executive Officer. Until the minimum ownership
guideline is achieved, executive officers are expected to retain 50% of the
Common Stock received upon the exercise of Stock Options, net of taxes and cost
of exercise, and 50% of all shares held as the result of the vesting of
Retention Stock awards, net of taxes. Once the ownership guideline is exceeded,
an executive officer may sell up to the greater of 50% of the Common Stock
received, net of taxes and cost of exercise, or shares equal to the market value
in excess of the guidelines.
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Policy Regarding Section 162(m) of the Internal Revenue Code
Section 162(m) of the Code generally limits the ability of the Company to
take a federal income tax deduction for compensation, except for qualified
performance-based compensation, paid to the Chief Executive Officer or the four
most highly compensated executive officers other than the Chief Executive
Officer. Section 162(m) applies only to persons holding such positions at the
end of the year. Awards under the EIP and Stock Option grants under the 1995
Plan are believed to qualify as performance-based compensation under Internal
Revenue Service rules. Awards of Retention Stock under the 1995 Plan generally
do not qualify as performance-based under the regulations; provided, however,
that, if the right to receive Retention Stock or the vesting of the Retention
Stock is conditioned upon the achievement of specified performance criteria,
such Retention Stock may be treated as performance-based. While the Compensation
Committee seeks to utilize deductible forms of compensation to the extent
practicable, the Committee does not believe that compensation decisions should
be constrained necessarily by how much compensation is deductible for federal
income tax purposes. During 1999, the Company exceeded the limits for
deductibility of compensation that is not performance-based with respect to Mr.
Lindahl, Mr. Niemiec, Mr. Smith and Ms. Franklin. The limits were exceeded in
1999 due to the accelerated vesting of the Retention Stock granted in January
1999.
CEO Compensation
Until July 15, 1999, Jack L. Messman served as Chairman of the Board and
Chief Executive Officer of the Company. He retired from the Company effective
September 21, 1999. Mr. Messman's annualized base pay for 1999 was $836,000,
which was at the 50th percentile of comparable companies. Mr. Messman retired
from the Company prior to the 1999 award of annual incentive pay under the EIP.
In January 1999, Mr. Messman was granted a Stock Option to purchase 158,128
shares of Common Stock that would have vested on the first anniversary of the
grant date. The January 1999 Stock Option grant expired upon Mr. Messman's
retirement from the Company. Additionally, Mr. Messman was awarded 494,169
shares of Retention Stock in January 1999 that were scheduled to vest in
one-third increments over three years upon the first, second and third
anniversaries of the award date, subject to accelerated vesting if certain stock
price objectives were achieved. One-half of the shares of Retention Stock vested
in April 1999, when the first stock price objective was achieved, and the
remaining one-half vested in May 1999, when the second stock price objective was
achieved.
Upon Mr. Messman's resignation as Chairman of the Board and Chief Executive
Officer, George Lindahl III, who had been the Company's President and Chief
Operating Officer, was named Chairman of the Board, President and Chief
Executive Officer effective July 16, 1999. Mr. Lindahl's compensation package is
designed to encourage short- and long-term performance aligned with the
interests of shareholders. In 1999, the majority of his compensation was "at
risk," consisting of an EIP award, Retention Stock and Stock Options.
In connection with Mr. Lindahl's election as the Chairman of the Board and
Chief Executive Officer, his base pay was increased approximately 35% to
$700,000, which is below the 25th percentile for comparable companies. Mr.
Lindahl's base pay for 2000 has not been adjusted. For 1999, he received an
annual incentive payment under the EIP of $600,000. Mr. Lindahl's total cash
compensation is slightly below the 50th percentile for comparable companies. Mr.
Lindahl was granted a Stock Option in January 1999 to purchase 186,011 shares of
Common Stock that vested one year after the grant date. Additionally, Mr.
Lindahl was awarded 214,946 shares of Retention Stock in January 1999 which were
scheduled to vest in one-third increments over three years upon the first,
second and third anniversaries of the award date, subject to accelerated vesting
if certain stock price objectives were achieved. One-half of the shares of
Retention Stock vested in April 1999, when the first stock price objective was
achieved, and the remaining one-half vested in May 1999, when the second stock
price objective was achieved. As stated above, as Chairman, President and Chief
Executive Office, Mr. Lindahl was granted a Stock Option to purchase 330,000
shares of Common Stock on March 30, 2000, scheduled to vest in one year, subject
to acceleration in the event of a change in control.
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The determination of Mr. Lindahl's compensation was based on the
application of the policies described above that are applicable to all executive
officers. In applying these policies to Mr. Lindahl's base salary for 2000, the
Compensation Committee took into consideration his short tenure in the position
of Chairman of the Board and Chief Executive Officer, and the salary adjustment
that he had just received in July 1999, when he assumed his new
responsibilities, and did not adjust his base salary for 2000. Based upon these
considerations, the Compensation Committee determined that it was appropriate
for his compensation to be below the target levels discussed above. In applying
these policies to Mr. Lindahl's incentive payment under the EIP, the
Compensation Committee considered several significant accomplishments by Mr.
Lindahl during 1999. He initiated and completed an aggressive cost-reduction
program throughout all levels of the Company and initiated a process to refocus
the Company on capital efficiency. In addition, his efforts were instrumental in
reducing the Company's debt by over $2 billion. These measures contributed
significantly to the Company's improved financial performance in 1999. Mr.
Lindahl assumed the leadership of the Company during a period of extensive
restructuring and was instrumental in improving dialog and communication with
employees and shareholders. The Compensation Committee believes that Mr.
Lindahl's compensation is appropriate compared to CEOs of comparable companies,
especially after taking into consideration the length of time he has served as
Chairman of the Board and Chief Executive Officer.
The Compensation Committee
Preston M. Geren III
John W. Poduska, Sr., Ph.D. (Chair)
Michael E. Rossi
James R. Thompson
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<PAGE> 10
SUMMARY COMPENSATION TABLE
The following table provides a summary of compensation during the last
three calendar years for the Company's current Chief Executive Officer, and the
other four most highly compensated current executive officers, as well as for
the former Chief Executive Officer who served in that position from January 1,
1999 until July 15, 1999, and one executive officer who would have been one of
the four most highly compensated executive officers, but was not employed by the
Company at the end of 1999:
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
-------------------------
ANNUAL COMPENSATION RETENTION SECURITIES
--------------------------------------- (RESTRICTED) UNDERLYING
OTHER ANNUAL STOCK OPTION ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS(2) GRANTS COMPENSATION(3)
- - --------------------------- ---- -------- ---------- --------------- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
George Lindahl III,....... 1999 $601,010 $ 600,000 $ 651 $2,028,553 186,011 $45,265
Chairman, President & 1998 491,021 455,000 1,259 0 170,000 38,185
CEO 1997 403,862 650,000 94,919 124,461 0 30,227
Donald W. Niemiec,........ 1999 354,250 243,750 287 1,121,845 102,869 27,552
Vice President -- 1998 334,521 260,000 943 0 84,000 26,021
Marketing & Corporate 1997 253,995 295,000 142,110 75,734 0 18,497
Development
Morris B. Smith,.......... 1999 309,500 243,750 257 980,122 89,874 25,680
Vice President, CFO 1998 292,958 220,000 4,085 0 64,000 24,350
& Treasurer 1997 229,605 240,000 71,928 46,750 0 18,028
Anne M. Franklin,......... 1999 305,250 225,000 453 966,664 88,640 20,970
Vice President -- People 1998 288,771 210,000 10,638 0 62,000 19,813
1997 192,347 270,000 85,729 7,944 0 12,946
John B. Vering,........... 1999 255,000 225,000 2,925 657,794 60,317 18,878
Vice President -- Canada 1998 227,500 210,000 18,666 0 36,000 16,730
1997 183,903 235,000 80,645 47,798 0 13,314
Jack L. Messman,(4)....... 1999 604,833 0 689 4,663,720 158,128 55,830
Former Chairman 1998 803,000 980,000 8,711 0 280,000 78,320
& CEO 1997 713,723 1,400,000 71,492 464,304 61,500 63,373
V. Richard Eales,(5)...... 1999 262,148 236,000 149 1,492,427 136,850 28,730
Former Executive Vice 1998 371,333 340,000 12,946 0 100,000 41,710
President 1997 267,195 375,000 105,231 962,520 0 22,882
</TABLE>
- - ---------------
(1) Other Annual Compensation for 1999 includes: the 25% match on cash deferrals
of salary or bonus into a Stock Unit Account in 1999 under the Executive
Deferred Compensation Plan (Mr. Vering, $2,188); reimbursements for Medicare
tax on the Supplemental Thrift Plan match by the Company (Mr. Lindahl, $651;
Mr. Niemiec, $287; Mr. Smith, $221; Ms. Franklin, $214; Mr. Vering, $139;
Mr. Messman, $689; Mr. Eales, $149) and reimbursements for Medicare tax on
the Company match on cash deferrals of salary or bonus into a Stock Unit
Account under the Executive Deferred Compensation Plan (Mr. Smith, $36; Ms.
Franklin, $239; Mr. Vering, $598). Perquisites and other personal benefits
for 1999 for each of the named executive officers did not exceed the lesser
of $50,000 or 10% of the aggregate salary and bonus reported for the
executive officer and, therefore, have not been included. Other Annual
Compensation for Mr. Eales in 1998 has been restated to correct an
overstatement previously reported as the 25% match on cash deferrals into a
Stock Unit Account under the Executive Deferred Compensation Plan. In 1999,
it was determined that the Company had overpaid the reimbursements for
Medicare tax on the Supplemental Thrift Plan match by the Company in 1997
and 1998. Consequently, Other Annual Compensation amounts for Mr. Lindahl in
1998, Mr. Smith in 1997 and 1998 and Mr. Eales in 1997 and 1998 have been
restated to adjust for the overpayment and to reflect the amount that should
have been credited in each year. Amounts earned on the overpayments were
retained by the named executive officer.
(2) The values of the Retention (Restricted) Stock Awards that are presented in
the table are based on the value of the Common Stock as of the date awarded.
The shares of Retention (Restricted) Stock awarded in 1999 (Mr. Lindahl,
214,946; Mr. Niemiec, 118,871; Mr. Smith, 103,854; Ms. Franklin, 102,428;
9
<PAGE> 11
Mr. Vering, 69,700; Mr. Messman, 494,169; Mr. Eales, 158,138) were scheduled
to vest in one-third increments over a three-year period commencing one year
after the date of award, subject to accelerated vesting of one-half of the
shares upon the achievement of a first stock price objective and accelerated
vesting of the remaining one-half upon achievement of a second stock price
objective. Both stock price objectives were achieved during 1999, and the
shares vested. As of December 31, 1999, the aggregate number of shares of
unvested Retention (Restricted) Stock held and the value thereof were: Mr.
Lindahl, 60,000 shares, $742,500; Mr. Niemiec, 30,000 shares, $371,250.
Dividends on the Retention (Restricted) Stock are payable at the same rate
as dividends on Common Stock. The Retention (Restricted) Stock awards for
1997 include the grant of an additional 10% of the number of shares of
Retention (Restricted) Stock that would have vested in 1997, in
consideration of the deferral in 1997 of the vesting of such Retention
(Restricted) Stock until 1998 (Mr. Lindahl, 5,024 shares; Mr. Niemiec, 3,066
shares; Mr. Smith, 1,890 shares; Ms. Franklin, 307 shares; Mr. Vering, 1,940
shares; Mr. Messman, 14,298 shares). Such additional 10% of the Retention
(Restricted) Stock vested in 1998. Additionally, in June 1997, Mr. Messman
was awarded 3,405 shares of Retention (Restricted) Stock which vested in
equal increments over a two-year period, commencing on June 3, 1998.
(3) All Other Compensation in 1999 consists of the Company match of Thrift Plan
contributions (Mr. Lindahl, $36,061; Mr. Niemiec, $21,255; Mr. Smith,
$18,570; Ms. Franklin, $18,315; Mr. Vering, $15,300; Mr. Messman, $37,620;
Mr. Eales, $15,640); executive life insurance premiums (Mr. Lindahl, $9,204;
Mr. Niemiec, $6,297; Mr. Smith, $7,110; Ms. Franklin, $2,655; Mr. Vering,
$3,578; Mr. Messman, $18,210; Mr. Eales, $12,070); and health insurance
premiums (Mr. Eales, $1,020). In 1999, it was determined that the Company
had overpaid the Supplemental Thrift Plan Company match in 1997 and 1998.
Consequently, All Other Compensation amounts for Mr. Lindahl in 1998, Mr.
Smith in 1997 and 1998 and Mr. Eales in 1997 and 1998 have been restated to
adjust for the overpayment and to reflect the amount that should have been
credited in each year. Amounts earned on the overpayments were retained by
the named executive officer.
(4) Mr. Messman resigned as Chairman of the Board and Chief Executive Officer
effective July 15, 1999, and retired from the Company effective September
21, 1999.
(5) Mr. Eales served as Executive Vice President until September 1, 1999, when
he left the Company.
1999 OPTION GRANT TABLE
The following table sets forth information concerning individual grants of
stock options during 1999 to the named executive officers. Stock appreciation
rights were not granted in 1999:
<TABLE>
<CAPTION>
INDIVIDUAL OPTION GRANTS
-----------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED GRANT DATE
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION PRESENT
NAME GRANTED(1) FISCAL YEAR PRICE DATE VALUE(2)
- - ---- ---------- --------------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
George Lindahl III........... 186,011 8% $9.44 01/21/09 $1,099,325
Donald W. Niemiec............ 102,869 5% 9.44 01/21/09 607,956
Morris B. Smith.............. 89,874 4% 9.44 01/21/09 531,155
Anne M. Franklin............. 88,640 4% 9.44 01/21/09 523,862
John B. Vering............... 60,317 3% 9.44 01/21/09 356,473
Jack L. Messman.............. 158,128 7% 9.44 01/21/09 934,536
V. Richard Eales............. 136,850 6% 9.44 01/21/09 808,783
</TABLE>
- - ---------------
(1) These options vested on January 21, 2000, except as follows: Mr. Messman's
options terminated on September 21, 1999, when he retired from the Company,
and the vesting of approximately 60% of the grant to Mr. Eales was
accelerated on September 1, 1999, in connection with his departure.
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<PAGE> 12
(2) Calculated in accordance with the Black-Scholes option pricing model. The
assumptions used in such option pricing model are: expected volatility,
60.6%; expected dividend yield, 1.59%; expected option term, ten years; and
risk-free rate of return, 6.4%.
1999 OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth individual exercises of stock options during
1999 and the year-end values of options to purchase Common Stock held by the
named executive officers:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF IN-THE-MONEY
SHARES OPTIONS AT YEAR-END OPTIONS AT YEAR-END
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George Lindahl III...... 43,066 $105,081 534,668 356,011 $40,058 $557,568
Donald W. Niemiec....... 0 0 240,105 186,869 0 $308,350
Morris B. Smith......... 0 0 176,373 153,874 0 $269,397
Anne M. Franklin........ 0 0 92,116 150,640 0 $265,698
John B. Vering.......... 12,305 27,717 178,633 96,317 $16,690 $180,800
Jack L. Messman......... 0 0 1,160,239 0 0 0
V. Richard Eales........ 95,089 452,230 0/0 0 0 0
</TABLE>
EXECUTIVE DEFERRED COMPENSATION PLAN
The Executive Deferred Compensation Plan is designed to allow executives to
defer receipt of certain compensation, and consequently defer federal income
taxes. For 2000, executive officers are permitted to defer up to 100% of their
annual bonus and 100% of their base salary in excess of $170,000, gains on
options to purchase Common Stock and awards of Retention (Restricted) Stock,
into Stock Unit Accounts and other investment accounts to be established from
time to time by the Compensation Committee. For such deferrals to be effective,
the executive officer must make a timely election. Under the Executive Deferred
Compensation Plan, the Company will credit an additional 25% to the Stock Unit
Account of any executive officer who elects to defer his or her base salary or
bonus into the Stock Unit Account for a period of at least three years. The
Company's matching contribution will remain invested until the officer
terminates employment with the Company.
DEFINED BENEFIT PLANS
Pensions are provided through the Pension Plan for Employees of Union
Pacific Resources Group Inc. and Affiliates (the "Basic Plan"), and the
Supplemental Pension Plan for Exempt Salaried Employees of Union Pacific
Resources Company and Affiliates (the "Supplemental Plan"). The amount of the
annual pension benefit from all sources is based upon average annual
compensation for the 36 consecutive months of highest regular compensation
(including up to three cash incentive payments within the 36-month period)
within the 120-month period immediately preceding retirement ("final average
earnings"). Regular compensation for this purpose is the aggregate amount
reflected in the Salary and Bonus columns of the Summary Compensation Table. The
credited years of employment for each of the individuals named in the Summary
Compensation Table are as follows: Mr. Lindahl 12, Mr. Niemiec 17, Mr. Smith 23,
Ms. Franklin 4, Mr. Vering 22, Mr. Messman 19 and Mr. Eales 8.
The Supplemental Plan is a non-contributory plan. Unlike the Basic Plan,
the Supplemental Plan provides for (1) the grant of additional years of
employment and deemed age to executive officers and certain non-officer
executives, (2) the inclusion of deferred incentive compensation and earnings in
excess of the limits contained in the Internal Revenue Code of 1986, as amended
(the "Code"), in the calculation of final average earnings, and (3) benefits in
excess of the limitations provided for under the Code. Each of Mr. Lindahl, Mr.
Niemiec, Mr. Smith, Ms. Franklin, Mr. Vering, Mr. Messman and Mr. Eales has
accrued benefits under the Supplemental Plan.
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<PAGE> 13
Consistent with prior practice when the Company was a wholly owned
subsidiary of Union Pacific Corporation ("UPC"), the Company periodically
purchases annuities to satisfy certain unfunded obligations under the
Supplemental Plan. These purchases reduce the Company's obligations under the
Supplemental Plan. The Company did not purchase any annuities for the named
executive officers in 1999. The benefits in the following Pension Plan Table
will be reduced for any executive for whom an annuity was purchased by an amount
calculated so that the expected aggregate amount received by the executive from
the annuity and the Supplemental Plan, net of federal income taxes, will be the
same as the amount that would have been received from the Supplemental Plan, net
of federal income taxes, if the annuity had not been purchased.
The estimated annual benefits payable under the Basic Plan and the
Supplemental Plan at normal retirement at age 65 based upon final average
earnings and years of employment are illustrated in the following table:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL
AVERAGE 15 YEARS OF 20 YEARS OF 25 YEARS OF 30 YEARS OF 35 YEARS OF 40 YEARS OF
EARNINGS EMPLOYMENT EMPLOYMENT EMPLOYMENT EMPLOYMENT EMPLOYMENT EMPLOYMENT
-------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000 $ 47,398 $ 63,198 $ 78,997 $ 94,796 $ 103,926 $ 113,055
400,000 97,408 129,878 162,347 194,816 213,946 233,075
600,000 147,418 196,558 245,697 294,836 323,966 353,095
800,000 197,428 263,238 329,047 394,856 433,986 473,115
1,000,000 247,438 329,918 412,397 494,876 544,006 593,135
1,200,000 297,448 396,598 495,747 594,896 654,026 713,155
1,400,000 347,458 463,278 579,097 694,916 764,046 833,175
1,600,000 397,468 529,958 662,447 794,936 874,066 953,195
1,800,000 447,478 596,638 745,797 894,956 984,086 1,073,215
2,000,000 497,488 663,318 829,147 994,976 1,094,106 1,193,235
2,200,000 547,498 729,998 912,497 1,094,996 1,204,126 1,313,255
2,400,000 597,508 796,678 995,847 1,195,016 1,314,146 1,433,275
2,600,000 647,518 863,358 1,079,197 1,295,036 1,424,166 1,553,295
</TABLE>
The benefits in the foregoing Pension Plan Table would be paid in the form of a
life annuity with a 50% surviving spouse benefit and reflect offsets for Social
Security.
CHANGE IN CONTROL AGREEMENTS FOR EXECUTIVE OFFICERS
The Board has approved change in control agreements for executive officers,
including the current Chief Executive Officer and the other four most highly
compensated current executive officers. In the event of a "change in control"
(as hereinafter defined), if the executive officer is involuntarily terminated
without "cause" (as hereinafter defined) or terminates employment for "good
reason" (as hereinafter defined) within 36 months following the change in
control (a "qualified termination"), such executive officer will receive
severance compensation.
The following discussion first describes the terms of the change in control
agreements for executive officers as they existed prior to the Board's approval
of certain amendments to those agreements on April 2, 2000, in connection with
the approval of the stock merger agreement with Anadarko. The amendments are
then described.
In connection with Mr. Lindahl's election as Chairman of the Board,
President and Chief Executive Officer on July 16, 1999, he was given a new
change in control agreement entitling him to receive severance compensation
equal to three times his base salary and three times the average of his bonuses
for the preceding two years. His prior agreement entitled him to receive
severance compensation equal to two and one-half times his base salary and two
and one-half times the average of his bonuses for the preceding two years. Each
of Mr. Niemiec, Mr. Smith, Ms. Franklin and Mr. Vering, each a Vice President,
is entitled to receive
12
<PAGE> 14
severance compensation equal to two times his or her respective base salary and
two times the average of his or her respective bonuses for the preceding two
years.
Immediately upon a change of control, and without any requirement for a
qualified termination, all stock options then held by the executive officer
become fully exercisable (other than stock options that become exercisable upon
the attainment of performance targets which, at the time of the change in
control, have not been met) and all restrictions pertaining to any shares of
Retention (Restricted) Stock then held by the executive officer immediately
lapse or are deemed fully satisfied (other than Retention (Restricted) Stock
that vests upon the attainment of performance targets which, at the time of the
change of control, have not been met). In the event of a qualified termination
within 36 months following a change in control, the executive officers, in
addition to the benefits described above, (1) are entitled to an acceleration of
the exercisability of all stock options and the lapsing of all restrictions on
Retention (Restricted) Stock awards without regard to whether the exercisability
of such stock options or the vesting of such Retention (Restricted) Stock was
conditioned on the attainment of performance targets which, at the time, had not
yet been met, (2) will have the shorter of five years following such qualified
termination, or the remaining term of a stock option, within which to exercise
such stock option, (3) are entitled to receive continuation of all life,
disability, accident and health insurance for 24-36 months following termination
and (4) will be deemed to have an additional 24-36 months of benefit credit
under the Supplemental Plan and Supplemental Thrift Plan either as part of the
benefit otherwise payable or in a lump sum. There is a gross-up provision for
excise taxes, as described below, and no requirement for the executive officer
to mitigate the Company's obligation to pay benefits by seeking other
employment, nor will benefits be reduced as a result of compensation from
subsequent employers.
Section 280G of the Code denies a deduction to a corporation making an
"excess parachute payment" to a "disqualified person." A "disqualified person"
includes, among other individuals, any executive officer of the corporation. The
term "excess parachute payment" means a payment equal to the excess of any
"parachute payment" over the relevant "base amount." A "parachute payment" is
any payment (in cash, property or fringe benefits) in the nature of compensation
(i.e., in recognition of services) to a disqualified person which (i) is made
contingent on a change in control and (ii) equals or exceeds three times the
disqualified person's base amount (i.e., average total compensation paid over a
five-year period). Thus, for example, if an executive officer's base amount were
$100,000, then a change in control payment of $300,000 would be deemed a
parachute payment and $200,000 would be the "excess" portion of the parachute
payment (i.e., the amount by which the parachute payment exceeds the base
amount). In such case, the corporation would not be entitled to deduct the
$200,000 excess amount, and the disqualified person would be subject to a 20%
excise tax on such amount, in addition to the ordinary income tax rate which
would apply to such payment (39.6% if the person is in the highest tax bracket).
The change in control agreements provide a gross-up provision that essentially
negates the impact of the 20% excise tax. In addition, the Company will
reimburse the executive officer for all legal fees and expenses incurred in
connection with the enforcement of his or her agreement.
Pursuant to the change in control agreements, a "change in control" is
defined as the occurrence of any one of the following events: (1) any "person"
or persons acting together as an entity become beneficial owners (as defined in
Rule 13d-3 under the Exchange Act) of 15% or more of the Company's voting
shares, (2) the occurrence of certain specified majority changes in Board
composition, (3) the approval by shareholders of a merger or consolidation
resulting in the Company's shareholders holding less than 50% of the voting
shares of the surviving entity and (4) the approval by shareholders of a plan of
complete liquidation of the Company. The executive officer has 36 months after a
change in control event within which he or she will be provided such severance
protection. During such 36 months, the executive officer will receive the
severance compensation and other benefits described above if, and at such time
as, (i) the executive officer is involuntarily terminated without "cause" by the
Company or its successor organization or (ii) the executive officer determines
that he or she has "good reason" for which to terminate employment. "Good
reason" consists of (a) a reduction in total compensation (i.e., sum of base
salary and bonus), (b) a diminution of job duties and responsibilities, (c) a
relocation of the Company's principal executive offices of more than a specified
number of miles or the Company's requiring the executive officer to be based
anywhere other than the Company's principal executive offices, (d) a failure to
pay any previously deferred compensation, (e) a failure to provide
13
<PAGE> 15
equivalent or reasonably equivalent benefits (e.g., health insurance) compared
to those that were in place prior to the change in control or (f) a failure by
the Company to honor all of the terms and provisions of the executive officer's
change in control agreement. "Cause" for termination means the willful failure
by the executive officer to perform his or her duties with the Company or its
successor organization after a written notice demanding substantial performance
has been delivered to the executive officer or the willful engaging by the
executive officer in conduct which is materially injurious to the Company or its
successor organization.
In addition, after a period of one year following a change in control, the
executive officer will have 30 days to elect to leave the Company for reasons
other than good reason and be entitled to receive 50% of the severance
compensation and other benefits described above. Before or after such 30-day
period, if the executive officer voluntarily terminates his or her employment
with the Company without good reason, the executive officer would not be
eligible for such severance compensation or other benefits under the change in
control agreement.
The Compensation Committee and the Board determined that the Company would
gain several advantages from the change in control agreements. The agreements,
which reflect competitive practices, were designed to provide some degree of
economic security to executive officers, thereby enabling top management to
remain objective and responsive to shareholder interests in the event that a
change in control transaction opportunity occurs.
In a meeting held on March 30, 2000, the Board approved the Company's
entering into formal merger negotiations with Anadarko, which resulted in the
signing of the Anadarko stock merger agreement on April 2, 2000. The merger, if
and when approved by the Company's shareholders, would result in the Company's
becoming a wholly-owned subsidiary of Anadarko, thereby causing a change in
control of the Company, as such term is defined in the Company's change in
control agreements. After considering a report from management regarding
Anadarko's change in control benefits, and determining that the merger, if
consummated, would result in the triggering of such benefits to senior employees
of Anadarko, the Compensation Committee recommended, and reported to the Board
on March 30, 2000, that, if the Board approved a merger agreement with Anadarko,
it would be in the best interests of the Company and its shareholders that the
change in control benefits payable to the Company's executive officers should be
enhanced, such that, when added to the benefits payable to the officers under
their then-current change in control agreements, the total of such benefits
would be in relative parity with the change in control benefits that would be
payable to similarly-situated executives of Anadarko.
Upon the execution of the merger agreement with Anadarko on April 2, 2000,
the Board approved and the Company entered into supplemental change in control
agreements with seven of its executive officers providing the following enhanced
severance compensation: First, with respect to the lump sum severance payment
provided for in the then-current change in control agreements, (a) the
multiplier for each executive officer was increased to at least 2.9 times the
officer's salary and bonus (except for Mr. Lindahl whose multiplier remained
fixed at 3.0); (b) the bonus factor for each executive officer was changed to
the greater of (i) the highest annual bonus earned by the officer during the
three-year period preceding the change in control or (ii) the annual bonus paid
or payable to the officer for the year immediately preceding the officers's year
of termination, in each case, including any bonus or portion thereof which had
been earned but deferred (and annualized for any fiscal year consisting of less
than twelve full months or during which the officer was employed for less than
twelve full months); and (c) a pro rata bonus was included in an amount equal to
the greater of the bonus factor amount described in (b) (i) or (ii) multiplied
by a fraction, the numerator of which is the number of months in the short
fiscal year ending immediately prior to the change in control and the
denominator of which is twelve. Second, the executive officer's entitlement to
severance compensation as a result of leaving the Company during the 30-day
period described above was increased from 50% to 100%. Third, the benefit credit
for the Supplemental Plan and Supplemental Thrift Plan was increased to 36
months (except for Mr. Lindahl, whose additional benefit credit for these
purposes remained fixed at 36 months). In addition, (a) the executive officer's
age at date of termination, for purposes of calculating the officers's benefit
under the Company's Supplemental Plan, was advanced by three years; (b) the
value of the officer's account payable under the supplemental thrift plan was
changed to the greater of the value of such account on (i) the officer's date of
termination or (iii) the date of the change in control; and the officer would be
entitled to an
14
<PAGE> 16
amount equal to the additional Company matching contributions which would have
been made on the officer's behalf in the Company's thrift plan (assuming
continued participation on the same basis as immediately prior to the officer's
date of termination and for a period of 36 months following the officer's date
of termination). Fourth, benefit coverage for life, disability, accident and
health insurance was extended to 36 months (except for Mr. Lindahl, whose
extended coverage for these purposes remained fixed at 36 months). Fifth, the
Company is required, at its sole expense as incurred, to provide the executive
officer with (a) financial planning services until the third anniversary of the
officer's date of termination as provided immediately prior to the date of
termination at a cost not to exceed $7,500 annually and (b) out-placement
services at a cost to the Company not to exceed $100,000, the scope and provider
of which are to be selected by the officer in the officer's sole discretion.
Furthermore, in the event that, on or after the date of the execution of
the supplemental change in control agreement, Anadarko amends or modifies any of
its agreements or arrangements applicable to any executive of Anadarko who is in
a position comparable to the executive officer, or Anadarko directly or
indirectly provides an enhanced benefit to an Anadarko executive, or it is
discovered that Anadarko took such action prior to the date of execution of the
supplemental agreement which action was not fully disclosed to the Company until
after the date of execution of the supplemental agreement, in any case in
connection with the merger, then the supplemental agreement shall be deemed to
be amended to include, mutatis mutandis, an additional benefit to the executive
officer in a form and of value equivalent to the enhanced benefit provided to
such Anadarko executive; provided, however, that such additional benefit shall
be payable to the executive officer only under such circumstances as the
enhanced benefit would be payable to such Anadarko executive. The change in
control agreements, as supplemented with the recent amendments, may be
superceded by new employment agreements that may be negotiated between certain
of the executive officers and Anadarko in connection with the merger.
In order to be eligible for the enhanced benefits specifically provided
under the supplemental agreement, and the deemed enhancements which could arise
as a result of conduct by Anadarko, the executive officers must fulfill the same
obligations applicable to their entitlement to severance benefits under the
then-current change in control agreements; namely, the officers must remain
employed with the Company until the earliest of (a) six months following the
date of a potential change in control, (b) termination of employment for good
reason or by reason of death, disability, or retirement or (c) termination by
the Company for any reason. In addition, each supplemental agreement includes
the following: an acknowledgment and agreement by the executive officer that, in
consideration for the opportunity to receive the benefit enhancements and
supplements provided under the supplemental agreement, the officer's current
change in control agreement and, if applicable, the supplemental agreement,
provide the sole change in control benefits owing to the officer upon a change
in control, and that the change in control benefits described in Section 3.6 of
the Company's Supplemental Plan and any other change in control benefit which
may be described in any other plan adopted and maintained by the Company prior
to the execution of the officer's current agreement does not apply to the
officer as long as he or she is covered by the current agreement and, if
applicable, the supplemental agreement.
COMPENSATORY ARRANGEMENT WITH NAMED EXECUTIVE OFFICER
In connection with the departure of Mr. Eales effective September 1, 1999,
the Company and Mr. Eales entered into a Settlement and Release Agreement in
which the Company agreed to pay Mr. Eales a lump sum amount of $236,000, which
amount is reflected as a bonus in the Summary Compensation Table, and to pay his
premium for health insurance coverage for up to eighteen months. Additionally,
the vesting requirements and restrictions for stock options and Retention
(Restricted) Stock granted and awarded in October 1996 were waived or lapsed.
The Company also accelerated the vesting as to approximately 60% of the stock
options granted to Mr. Eales in January 1999.
15
<PAGE> 17
PERFORMANCE GRAPH
The graph set forth below provides an indicator of cumulative total
shareholder returns on an investment of $100 in shares of Common Stock as
compared to an investment of $100 in the S&P 500 Stock Index and a "peer group"
over the period from October 10, 1995, the first trading date of the Common
Stock in connection with the Company's initial public offering, through December
31, 1999. Total shareholder returns assume dividend reinvestment. The peer group
consists of Anadarko, Apache Corporation, Burlington Resources, Inc., Enron Oil
& Gas Company, Noble Affiliates, Inc. and Vastar Resources, Inc.
COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURNS
COMPANY, S&P 500 AND PEER GROUP
(FROM OCTOBER 10, 1995 TO DECEMBER 31, 1999)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------
10/10/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Company $100.00 $121.07 $139.41 $117.48 $ 44.56 $ 63.59
S & P 500 $100.00 $107.21 $131.83 $175.81 $226.05 $273.62
Peer Group $100.00 $111.31 $137.10 $123.49 $109.01 $122.85
</TABLE>
16
<PAGE> 18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table summarizes (a) the beneficial ownership of the Common
Stock, as of April 24, 2000, by (i) the Chief Executive Officer, (ii) the other
four most highly compensated current executive officers named in the Summary
Compensation Table, (iii) the former Chief Executive Officer and the former
executive officer named in the Summary Compensation Table, (iv) the directors
and (v) all directors and current executive officers as a group, and (b) the
number of whole stock units attributed to each named executive officer, outside
director and all directors and current executive officers as a group under the
Executive Deferred Compensation Plan and the Directors Deferred Compensation
Plan, as applicable (a "Stock Unit"), as of April 24, 2000. None of the
individual or collective holdings listed below exceeds 1% of any class of equity
securities of the Company.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
COMMON STOCK NUMBER OF
BENEFICIALLY STOCK UNITS
NAME OWNED(1) ATTRIBUTED(2)
- - ---- ------------ -------------
<S> <C> <C>
George Lindahl III......................................... 924,644 99,363
Donald W. Niemiec.......................................... 411,986 25,046
Morris B. Smith............................................ 339,907 34,933
Anne M. Franklin........................................... 191,887 30,772
John B. Vering............................................. 313,964 20,134
Jack L. Messman............................................ 1,620,680 0
V. Richard Eales........................................... 144,445 0
H. Jesse Arnelle........................................... 34,208 3,285
Lynne V. Cheney............................................ 38,438 9,920
Preston M. Geren III....................................... 40,800 4,213
Lawrence M. Jones.......................................... 39,194 1,946
Drew Lewis................................................. 132,100 4,948
Claudine B. Malone......................................... 39,380 1,946
John W. Poduska, Sr. ...................................... 53,946 13,449
Michael E. Rossi........................................... 31,300 210
Jeff Sandefer.............................................. 0 0
Samuel K. Skinner.......................................... 37,300 9,254
James R. Thompson.......................................... 35,100 14,480
All directors and current executive officers as a group (18
persons)(3).............................................. 2,845,276 278,881
</TABLE>
- - ---------------
(1) Included in the Number of Shares of Common Stock Beneficially Owned are
shares which such persons have the right to acquire within 60 days of April
24, 2000, pursuant to options to purchase such Common Stock (Mr. Lindahl,
720,679; Mr. Niemiec, 342,974; Mr. Smith, 266,247; Ms. Franklin, 180,756;
Mr. Vering, 238,950; Mr. Messman, 1,160,239; Mr. Eales, 0; Mr. Arnelle,
33,100; Mrs. Cheney, 33,100; Mr. Geren, 32,100; Mr. Jones, 33,100; Mr.
Lewis, 32,100; Ms. Malone, 33,100; Mr. Poduska, 33,100; Mr. Rossi, 30,800;
Mr. Sandefer, 0; Mr. Skinner, 32,100; Mr. Thompson, 33,100); shares of
Retention (Restricted) Stock (Mr. Lindahl, 60,000; Mr. Niemiec, 30,000); and
shares of Common Stock held in the Company's Thrift Plan (Mr. Lindahl,
3,923; Mr. Niemiec, 3,764; Mr. Smith, 3,628; Ms. Franklin, 2,348; Mr.
Vering, 4,362).
(2) Included in the Number of Stock Units Attributed is the Company's 25% match
on cash deferrals into Stock Units. Stock Unit Accounts are credited with
the amount deferred and include the reinvestment of dividend equivalents in
additional Stock Units. The value of a Stock Unit fluctuates based on
changes in the price of the Common Stock. The Stock Units carry no voting
rights.
(3) Excludes shares beneficially owned by Mr. Messman and Mr. Eales, who are no
longer current executive officers of the Company.
17
<PAGE> 19
CERTAIN BENEFICIAL OWNERS
The following table sets forth the shareholders known to the Company to be
the beneficial owners of more than five percent of the Common Stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
NAME AND ADDRESS OF BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED(1) CLASS(1)
- - ------------------- ------------------ ----------
<S> <C> <C>
Wellington Management Company, LLP(2)...................... 15,704,500 6.23%
75 State Street
Boston, Massachusetts 02109
Dodge & Cox................................................ 14,977,808 5.94%
One Sansome St., 35th Floor
San Francisco, California 94104
</TABLE>
- - ---------------
(1) Information presented is based upon Schedule 13G filings, which present
beneficial ownership information as of December 31, 1999.
(2) Includes the holdings of the Vanguard Windsor Fund of 9,264,500 shares
representing 3.68% of the Common Stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) Financial Statements and Schedules.
See "Index to Consolidated Financial Statements" set forth in Item 8 of
this Form 10-K.
No schedules are required to be filed because of the absence of conditions
under which they would be required or because the required information is set
forth in the financial statements referred to above.
(a) (3) Exhibits.
Exhibits not incorporated herein by reference to a prior filing are
designated by an asterisk (*) and are filed with the Form 10-K; all exhibits not
so designated are incorporated herein by reference to the Company's Form S-1
Registration Statement, Registration No. 33-95398, filed on October 10, 1995
("Form S-1") or as otherwise indicated. Management contracts or compensatory
plans, contracts or arrangements with directors and executive officers of the
Company are listed in Exhibits 10.3 through 10.14(b).
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.1 -- Pre-acquisition agreement between Union Pacific Resources
Group Inc., Union Pacific Resources Inc. and Norcen
Energy Resources Limited, dated January 25, 1998
(incorporated herein by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K, filed on March 17,
1998)
2.2 -- Agreement and Plan of Merger, dated as of April 2, 2000,
among Anadarko Petroleum Corporation, Dakota Merger Corp.
and Union Pacific Resources Group Inc. (incorporated
herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed on April 7, 2000)
</TABLE>
18
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.3 -- Stock Option Agreement, dated as of April 2, 2000,
between Union Pacific Resources Group Inc. and Anadarko
Petroleum Corporation (incorporated herein by reference
to Exhibit 2.2 to the Company's Current Report on Form
8-K filed on April 7, 2000)
2.4 -- Stock Option Agreement, dated as of April 2, 2000,
between Anadarko Petroleum Corporation and Union Pacific
Resources Group Inc. (incorporated herein by reference to
Exhibit 2.3 to the Company's Current Report on Form 8-K
filed on April 7, 2000)
3.1 -- Amended and Restated Articles of Incorporation of Union
Pacific Resources Group Inc. (Exhibit 3.1 to Form S-1 and
Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996)
*3.2 -- Amended and Restated Bylaws of Union Pacific Resources
Group Inc.
4.1 -- Specimen of Certificate evidencing the Common Stock
(Exhibit 4 to Form S-1)
4.2(a) -- Amended and Restated Rights Agreement, dated as of
December 1, 1998, between Union Pacific Resources Group
Inc. and Harris Trust and Savings Bank, as rights agent
(incorporated herein by reference to the Exhibit to the
Company's Registration Statement Amendment on Form 8-A/A
filed on February 5, 1999)
4.2(b) -- Amendment No. 1 to Amended and Restated Rights Agreement,
dated as of April 2, 2000, between Union Pacific
Resources Group Inc. and Harris Trust and Savings Bank,
as rights agent (incorporated herein by reference to
Exhibit 2.4 to the Company's Current Report on Form 8-K
filed on April 7, 2000)
4.2(c) -- Amendment No. 2 to Amended and Restated Rights Agreement,
dated as of April 2, 2000, between Union Pacific
Resources Group Inc. and Harris Trust and Savings Bank,
as rights agent (incorporated herein by reference to
Exhibit 3 to the Company's Registration Statement
Amendment on Form 8-A/A filed on May 2, 2000)
4.3 -- Indenture, dated as of March 27, 1996, between Union
Pacific Resources Group Inc. and Texas Commerce Bank
National Association, as trustee (incorporated herein by
reference to Exhibit 4.1 to the Company's Form S-3
Registration Statement, Registration No. 333-2984, dated
May 23, 1996)
4.4(a) -- Terms Agreement, dated as of October 10, 1996, for
$200,000,000 7 1/2% Debentures due October 15, 2026
(incorporated herein by reference to Exhibit 4.4 to the
Company's Current Report on Form 8-K filed on March 17,
1998)
4.4(b) -- Form of 7 1/2% Rate Debenture due October 15, 2026
(incorporated herein by reference to Exhibit 4.7 to the
Company's Current Report on Form 8-K filed on March 17,
1998)
4.5(a) -- Terms Agreement, dated as of October 10, 1996, for
$200,000,000 7% Notes due October 15, 2006 (incorporated
herein by reference to Exhibit 4.5 to the Company's
Current Report on Form 8-K filed on March 17, 1998)
4.5(b) -- Form of 7% Rate Note due October 15, 2006 (incorporated
herein by reference to Exhibit 4.8 to the Company's
Current Report on Form 8-K filed on March 17, 1998)
4.6(a) -- Terms Agreement, dated as of October 31, 1996, for
$150,000,000 7 1/2% Debentures due November 1, 2096
(incorporated herein by reference to Exhibit 4.6 to the
Company's Current Report on Form 8-K filed on March 17,
1998)
</TABLE>
19
<PAGE> 21
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.6(b) -- Form of 7 1/2% Rate Note due November 1, 2096
(incorporated herein by reference to Exhibit 4.9 to the
Company's Current Report on Form 8-K filed on March 17,
1998)
4.7 -- Trust Indenture, dated as of May 7, 1996, providing for
the issue of Debt Securities in unlimited principal
amount, between Norcen Energy Resources Limited and
Montreal Trust Company of Canada, as trustee
(incorporated herein by reference to Exhibit 4.10 to the
Company's Current Report on Form 8-K filed on March 17,
1998)
4.8 -- First Supplemental Indenture, dated as of May 22, 1996,
to Trust Indenture dated as of May 7, 1996, providing for
the issue of 7 % Debentures due May 15, 2006, in
aggregate principal amount of U.S. $250,000,000 between
Norcen Energy Resources Limited and Montreal Trust
Company of Canada, as trustee (incorporated herein by
reference to Exhibit 4.11 to the Company's Current Report
on Form 8-K filed on March 17, 1998)
4.9 -- Second Supplemental Indenture, dated as of June 26, 1996,
to Trust Indenture dated as of May 7, 1996, providing for
the issue of 7.8% Debentures due July 2, 2008, in
aggregate principal amount of U.S. $150,000,000 between
Norcen Energy Resources Limited and Montreal Trust
Company of Canada, as trustee (incorporated herein by
reference to Exhibit 4.12 to the Company's Current Report
on Form 8-K filed on March 17, 1998)
4.10 -- Third Supplemental Indenture, dated as of June 26, 1996,
to Trust Indenture dated as of May 7, 1996, providing for
the issue of 6.8% Debentures due July 2, 2002, in
aggregate principal amount of U.S. $250,000,000 between
Norcen Energy Resources Limited and Montreal Trust
Company of Canada, as trustee (incorporated herein by
reference to Exhibit 4.13 to the Company's Current Report
on Form 8-K filed on March 17, 1998)
4.11 -- Fourth Supplemental Indenture, dated as of February 27,
1998, to Trust Indenture dated as of May 7, 1996,
providing for the Guarantee of all Securities Issued or
Previously Issued under the Trust Indenture between
Norcen Energy Resources Limited, Union Pacific Resources
Group Inc., as guarantor, and Montreal Trust Company of
Canada, as trustee (incorporated herein by reference to
Exhibit 4.14 to the Company's Current Report on Form 8-K
filed on March 17, 1998)
4.12(a) -- Terms Agreement for $200,000,000 6.50% Notes due May 15,
2005 (incorporated herein by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K filed on May 26,
1998)
4.12(b) -- Form of 6.50% Note due May 15, 2005 (incorporated herein
by reference to Exhibit 4.5 to the Company's Current
Report on Form 8-K filed on May 26, 1998)
4.13(a) -- Terms Agreement for $200,000,000 6.75% Notes due May 15,
2008 (incorporated herein by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K filed on May 26,
1998)
4.13(b) -- Form of 6.75% Note due May 15, 2008 (incorporated herein
by reference to Exhibit 4.6 to the Company's Current
Report on Form 8-K filed on May 26, 1998)
4.14(a) -- Terms Agreement for $200,000,000 7.05% Notes due May 15,
2018 (incorporated herein by reference to Exhibit 4.3 to
the Company's Current Report on Form 8-K filed on May 26,
1998)
4.14(b) -- Form of 7.05% Debenture due May 15, 2018 (incorporated
herein by reference to Exhibit 4.7 to the Company's
Current Report on Form 8-K filed on May 26, 1998)
</TABLE>
20
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.15(a) -- Terms Agreement for $425,000,000 7.15% Notes due May 15,
2028 (incorporated herein by reference to Exhibit 4.4 to
the Company's Current Report on Form 8-K filed on May 26,
1998)
4.15(b) -- Form of 7.15% Debenture due May 15, 2028 (incorporated
herein by reference to Exhibit 4.8 to the Company's
Current Report on Form 8-K filed on May 26, 1998)
4.16(a) -- Terms Agreement for $200,000,000 7.30% Notes due April
15, 2009 (incorporated herein by reference to Exhibit 1.2
to the Company's Current Report on Form 8-K filed on
April 12, 1999)
4.16(b) -- Form of 7.30% Note due April 15, 2009 (incorporated
herein by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K filed on April 14, 1999)
4.17(a) -- Terms Agreement for $300,000,000 7.95% Debentures due
April 15, 2029 (incorporated herein by reference to
Exhibit 1.2 to the Company's Current Report on Form 8-K
filed on April 12, 1999)
4.17(b) -- Form of 7.95% Debenture due April 15, 2029 ($200 million)
(incorporated herein by reference to Exhibit 4.3 to the
Company's Current Report on Form 8-K filed on April 14,
1999)
4.17(c) -- Form of 7.95% Debenture due April 15, 2029 ($100 million)
(incorporated herein by reference to Exhibit 4.4 to the
Company's Current Report on Form 8-K filed on April 14,
1999)
4.18 -- Indenture, dated as of April 13, 1999, between Union
Pacific Resources Group Inc., Union Pacific Resources
Inc., UPR Capital Company and The Bank of New York as
trustee (incorporated herein by reference to Exhibit 4.1
to the Company's Current Report on Form 8-K filed on
April 14, 1999)
10.1 -- Tax Allocation Agreement, dated October 6, 1995 (Exhibit
10.3 to Form S-1)
10.2 -- Indemnification Agreement, dated October 1, 1995 (Exhibit
10.4 to Form S-1)
10.3 -- Pension Plan Agreement, dated October 1, 1995, by and
between Union Pacific Corporation and Union Pacific
Resources Group Inc. (Exhibit 10.7 to Form S-1)
10.4 -- The Supplemental Pension Plan for Officers and Managers
of Union Pacific Corporation and Affiliates, with
amendments (incorporated herein by reference to Exhibit
10.11 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995)
10.5 -- The Supplemental Pension Plan for Exempt Salaried
Employees of Union Pacific Resources Company and
Affiliates, with amendments (incorporated herein by
reference to Exhibit 10.12 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995)
10.6 -- Executive Incentive Plan of Union Pacific Resources Group
Inc. as amended and restated June 1, 1997 (incorporated
herein by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the period ended March
31, 1997)
*10.7 -- 1995 Stock Option and Retention Stock Plan of Union
Pacific Resources Group Inc. as amended and restated,
effective December 7, 1999
10.8(a) -- 1995 Directors Stock Incentive Plan, as amended and
restated, effective July 14, 1998 (incorporated herein by
reference to Exhibit 10.8(a) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998)
10.8(b) -- First Amendment, effective January 21, 1999, to 1995
Directors Stock Incentive Plan, as amended and restated
effective July 14, 1998 (incorporated herein by reference
to Exhibit 10.8(b) to the Company's Annual Report on Form
10-K for the year ended December 31, 1998)
</TABLE>
21
<PAGE> 23
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.8(c) -- Second Amendment, effective May 18, 1999, to 1995
Directors Stock Incentive Plan, as amended and restated
effective July 14, 1998 (incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1999)
*10.8(d) -- Third Amendment, effective April 2, 2000, to 1995
Directors Stock Incentive Plan, as amended and restated
effective July 14, 1998
10.9 -- Union Pacific Resources Group Inc. Deferred Compensation
Plan for the Board of Directors, as amended and restated,
effective September 5, 1997 (incorporated herein by
reference to Exhibit 99.2 to the Company's Registration
Statement on Form S-8, dated September 15, 1997)
10.10 -- Union Pacific Resources Group Inc. Executive Deferred
Compensation Plan, effective September 5, 1997
(incorporated herein by reference to Exhibit 99.1 to the
Company's Registration Statement on Form S-8, dated
September 15, 1997)
10.11(a) -- Union Pacific Resources Group Inc. Executive Life
Insurance Plan, adopted February 26, 1997 (incorporated
herein by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended December
31, 1996)
*10.11(b) -- Description of Amendment, adopted December 6, 1999 to the
Union Pacific Resources Group Inc. Executive Life
Insurance Plan, adopted February 26, 1997
10.12(a) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and George
Lindahl III dated October 21, 1999, superseding and
replacing the agreement dated February 4, 1997
(incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1999)
10.12(b) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and each of
Anne M. Franklin, Donald W. Niemiec, Morris B. Smith,
John B. Vering and Joseph A. LaSala, Jr., dated February
4, 1997 (incorporated herein by reference to Exhibit
10.17(c) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996)
10.12(c) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and Thomas R.
Blank, dated July 13, 1998 (incorporated herein by
reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q/A filed November 12, 1998)
10.12(d) -- Form of Amendment, dated as of January 21, 1999, to
Change in Control Agreements between Union Pacific
Resources Group Inc. and Anne M. Franklin, Donald W.
Niemiec, Morris B. Smith, John B. Vering, Jack L.
Messman, V. Richard Eales and Joseph A. LaSala, Jr., all
dated February 4, 1997, and between Union Pacific
Resources Group Inc. and Thomas R. Blank dated July 13,
1998 (incorporated herein by reference to Exhibit
10.13(e) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998)
*10.12(e) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and Kerry R.
Brittain, dated March 18, 1999
*10.12(f) -- Form of Amendment, dated as of March 30, 1999, to Change
in Control Agreement between Union Pacific Resources
Group Inc. and Kerry R. Brittain, dated March 18, 1999
10.12(g) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and Jack L.
Messman, dated February 4, 1997 (incorporated herein by
reference to Exhibit 10.17(a) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996)
</TABLE>
22
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.12(h) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and V. Richard
Eales, dated February 7, 1997 (incorporated herein by
reference to Exhibit 10.17(b) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996)
*10.12(i) -- Form of Supplemental Agreement relating to Change in
Control by and between Union Pacific Resources Group Inc.
and each of Thomas R. Blank, Kerry R. Brittain, Anne M.
Franklin, Donald W. Niemiec, Morris B. Smith and John B.
Vering, dated as of April 2, 2000
*10.12(j) -- Form of Supplemental Agreement relating to Change in
Control by and between Union Pacific Resources Group Inc.
and George Lindahl III, dated as of April 2, 2000
10.13 -- Settlement and Release Agreement by and between Union
Pacific Resources Group Inc. and V. Richard Eales,
effective September 1, 1999 (incorporated herein by
reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the period ended September 30,
1999)
10.14(a) -- Conversion Agreement (Exhibit 10.13(a) to Form S-1)
10.14(b) -- Conversion Agreement for Drew Lewis (Exhibit 10.13(b) to
Form S-1)
10.15(a) -- Amended and Restated 1976 Coal Purchase Contract, dated
as of January 1, 1993, between Commonwealth Edison
Company and Black Butte Coal Company (Exhibit 10.19 to
Form S-1)
10.15(b) -- Amendment No. 1 to Amended and Restated 1976 Coal
Purchase Contract between Commonwealth Edison Company and
Black Butte Coal Company, effective as of January 1, 1996
(incorporated herein by reference to Exhibit 10.35 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997)
10.15(c) -- Amendment No. 2 to Amended and Restated 1976 Coal
Purchase Contract between Commonwealth Edison Company and
Black Butte Coal Company, effective as of January 1, 1997
(incorporated herein by reference to Exhibit 10.36 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997)
10.16(a) -- Transportation Agreement, dated December 15, 1989, by and
between Kern River Gas Transmission Company and Union
Pacific Fuels, Inc. (Exhibit 10.21 to Form S-1)
10.16(b) -- Amendments to Transportation Agreement, dated December
15, 1989, by and between Kern River Gas Transmission
Company and Union Pacific Fuels, Inc. (incorporated
herein by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended December
31, 1997)
*10.16(c) -- Assignment, dated March 1, 1999, by and between Kern
River Gas Transmission Company, Union Pacific Fuels, Inc.
and Union Pacific Resources Company assigning
Transportation Agreement, dated December 15, 1989, by and
between Kern River Gas Transmission Company and Union
Pacific Fuels, Inc. to Union Pacific Resources Company
10.17 -- Gas Transportation Agreement, dated June 18, 1997, by and
between Union Pacific Fuels, Inc. and Texas Gas
Transmission Corporation (incorporated herein by
reference to Exhibit 10.17 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997)
</TABLE>
23
<PAGE> 25
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.19 -- Registration Rights Agreement, dated as of August 3,
1995, among Union Pacific Resources Group Inc., The
Anschutz Corporation and Anschutz Foundation
(incorporated herein by reference to Exhibit 10.19 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995)
10.20(a) -- Agreement, dated as of August 3, 1995, by and among Union
Pacific Resources Group Inc., The Anschutz Corporation,
Anschutz Foundation and Mr. Philip F. Anschutz ("the
Anschutz Agreement") (incorporated herein by reference to
Exhibit 10.20 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995)
10.20(b) -- Letter agreement, dated as of January 20, 1997, amending
the Anschutz Agreement (incorporated herein by reference
to Exhibit 10.25 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996)
10.21(a) -- U.S. $750,000,000 Five-Year Competitive Advance/Revolving
Credit Agreement, dated as of October 27, 1998, among
Union Pacific Resources Group Inc. and Chase Bank of
Texas, N.A., as administrative agent, The Chase Manhattan
Bank of Canada, as Canadian sub-agent and the banks named
therein (incorporated herein by reference to Exhibit 10.3
to the Company's Quarterly Report on Form 10-Q/A filed
November 12, 1998)
10.21(b) -- U.S. $25,000,000 Revolving Loan Agreement, dated July 14,
1997, between Basic Petroleum International Limited and
Royal Bank of Canada (incorporated herein by reference to
Exhibit 10.33 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997)
10.21(c) -- U.S. $1,000,000,000 364-day Competitive Advance/Revolving
Credit Agreement, dated as of October 27, 1998, among
Union Pacific Resources Group Inc. and Chase Bank of
Texas, N.A., as administrative agent and the banks named
therein (incorporated herein by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q/A filed
November 12, 1998)
10.21(d) -- U.S. $750,000,000 364-day Competitive Advance/Revolving
Credit Agreement, dated as of October 27, 1998, among
Union Pacific Resources Group Inc. and Chase Bank of
Texas, N.A., as administrative agent and the banks named
therein (incorporated herein by reference to Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q/A filed
November 12, 1998)
10.22(a) -- Merger and Purchase Agreement, dated November 20, 1998,
among Union Pacific Resources Company, Union Pacific
Fuels, Inc., Duke Energy Field Services, Inc. and DEFS
Merger Sub Corp. (incorporated herein by reference to
Exhibit 10.23(a) to the Company's Annual Report on Form
10-K for the year ended December 31, 1998)
10.22(b) -- Amendment, No. 1, dated February 1, 1999, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc.,
Duke Energy Field Services, Inc. and DEFS Merger Sub
Corp. (incorporated herein by reference to Exhibit
10.23(b) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998)
10.22(c) -- Amendment No. 2, dated March 5, 1999, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc.,
Duke Energy Services, Inc. and DEFS Merger Sub Corp.
(incorporated herein by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K filed April 12,
1999)
</TABLE>
24
<PAGE> 26
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.22(d) -- Amendment No. 3, dated March 30, 1999, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc. Duke
Energy Field Services, Inc. and DEFS Merger Sub Corp.
(incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1999)
10.22(e) -- Amendment No. 4, dated March 30, 1999, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc.,
Duke Energy Field Services, Inc. and DEFS Merger Sub
Corp. (incorporated herein by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 1999)
*10.22(f) -- Amendment No. 5, dated May 21, 1999, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc.,
Duke Energy Field Services, Inc. and DEFS Merger Sub
Corp.
*10.22(g) -- Amendment No. 6, dated February 16, 2000, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc.,
Duke Energy Field Services, Inc. and DEFS Merger Sub
Corp.
*10.22(h) -- Master Natural Gas Liquids Purchase Agreement between
Union Pacific Resources Company and Union Pacific Fuels,
Inc., effective January 1, 1999
*10.22(i) -- Natural Gas Purchase and Sale Agreement between Union
Pacific Resources Company and Union Pacific Fuels, Inc.,
effective January 1, 1999
*12 -- Computation of ratio of earnings to fixed charges
*21 -- List of subsidiaries
*23.1 -- Consent of Arthur Andersen LLP dated as of March 23, 2000
*23.2 -- Consent of Deloitte & Touche LLP dated as of March 23,
2000
*23.3 -- Consent of Arthur Andersen LLP dated as of March 23, 2000
(Black Butte Coal Company Combined Financial Statements)
*24 -- Powers of Attorney for Directors
*27 -- Financial data schedules
*99.1 -- Black Butte Coal Company, A Joint Venture, and R-K
Leasing Company Combined Financial Statements as of
December 31, 1999 and December 26, 1998
*99.2 -- Black Butte Coal Company, A Joint Venture, and R-K
Leasing Company Combined Financial Statements as of
December 27, 1997.
</TABLE>
- - ---------------
(b) Reports on Form 8-K.
On January 28, 2000, the Company filed a Current Report on Form 8-K
announcing the Company's 1999 annual operating results, net income and certain
other financial and statistical information.
On February 17, 2000, the Company filed a Current Report on Form 8-K
updating its January 25, 2000 press-release and the January 28, 2000 Current
Report on Form 8-K to include information with respect to reserves at year-end
1999 and finding and development costs for 1999.
On April 7, 2000, the Company filed a Current Report on Form 8-K announcing
that the Company had entered into an Agreement and Plan of Merger on April 2,
2000, between the Company, Anadarko Petroleum Corporation and Dakota Merger
Corp., a wholly owned subsidiary of Anadarko Petroleum Corporation.
25
<PAGE> 27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned; thereunto duly authorized, on this 1st day of
May, 2000.
UNION PACIFIC RESOURCES GROUP INC.
By /s/ MORRIS B. SMITH
-----------------------------------
Morris B. Smith,
Vice President, Chief Financial
Officer
and Treasurer
26
<PAGE> 28
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.1 -- Pre-acquisition agreement between Union Pacific Resources
Group Inc., Union Pacific Resources Inc. and Norcen
Energy Resources Limited, dated January 25, 1998
(incorporated herein by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K, filed on March 17,
1998)
2.2 -- Agreement and Plan of Merger, dated as of April 2, 2000,
among Anadarko Petroleum Corporation, Dakota Merger Corp.
and Union Pacific Resources Group Inc. (incorporated
herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed on April 7, 2000)
2.3 -- Stock Option Agreement, dated as of April 2, 2000,
between Union Pacific Resources Group Inc. and Anadarko
Petroleum Corporation (incorporated herein by reference
to Exhibit 2.2 to the Company's Current Report on Form
8-K filed on April 7, 2000)
2.4 -- Stock Option Agreement, dated as of April 2, 2000,
between Anadarko Petroleum Corporation and Union Pacific
Resources Group Inc. (incorporated herein by reference to
Exhibit 2.3 to the Company's Current Report on Form 8-K
filed on April 7, 2000)
3.1 -- Amended and Restated Articles of Incorporation of Union
Pacific Resources Group Inc. (Exhibit 3.1 to Form S-1 and
Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1996)
*3.2 -- Amended and Restated Bylaws of Union Pacific Resources
Group Inc.
4.1 -- Specimen of Certificate evidencing the Common Stock
(Exhibit 4 to Form S-1)
4.2(a) -- Amended and Restated Rights Agreement, dated as of
December 1, 1998, between Union Pacific Resources Group
Inc. and Harris Trust and Savings Bank, as rights agent
(incorporated herein by reference to the Exhibit to the
Company's Registration Statement Amendment on Form 8-A/A
filed on February 5, 1999)
4.2(b) -- Amendment No. 1 to Amended and Restated Rights Agreement,
dated as of April 2, 2000, between Union Pacific
Resources Group Inc. and Harris Trust and Savings Bank,
as rights agent (incorporated herein by reference to
Exhibit 2.4 to the Company's Current Report on Form 8-K
filed on April 7, 2000)
4.2(c) -- Amendment No. 2 to Amended and Restated Rights Agreement,
dated as of April 2, 2000, between Union Pacific
Resources Group Inc. and Harris Trust and Savings Bank,
as rights agent (incorporated herein by reference to
Exhibit 3 to the Company's Registration Statement
Amendment on Form 8-A/A filed on May 2, 2000)
4.3 -- Indenture, dated as of March 27, 1996, between Union
Pacific Resources Group Inc. and Texas Commerce Bank
National Association, as trustee (incorporated herein by
reference to Exhibit 4.1 to the Company's Form S-3
Registration Statement, Registration No. 333-2984, dated
May 23, 1996)
4.4(a) -- Terms Agreement, dated as of October 10, 1996, for
$200,000,000 7 1/2% Debentures due October 15, 2026
(incorporated herein by reference to Exhibit 4.4 to the
Company's Current Report on Form 8-K filed on March 17,
1998)
4.4(b) -- Form of 7 1/2% Rate Debenture due October 15, 2026
(incorporated herein by reference to Exhibit 4.7 to the
Company's Current Report on Form 8-K filed on March 17,
1998)
4.5(a) -- Terms Agreement, dated as of October 10, 1996, for
$200,000,000 7% Notes due October 15, 2006 (incorporated
herein by reference to Exhibit 4.5 to the Company's
Current Report on Form 8-K filed on March 17, 1998)
</TABLE>
<PAGE> 29
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.5(b) -- Form of 7% Rate Note due October 15, 2006 (incorporated
herein by reference to Exhibit 4.8 to the Company's
Current Report on Form 8-K filed on March 17, 1998)
4.6(a) -- Terms Agreement, dated as of October 31, 1996, for
$150,000,000 7 1/2% Debentures due November 1, 2096
(incorporated herein by reference to Exhibit 4.6 to the
Company's Current Report on Form 8-K filed on March 17,
1998)
4.6(b) -- Form of 7 1/2% Rate Note due November 1, 2096
(incorporated herein by reference to Exhibit 4.9 to the
Company's Current Report on Form 8-K filed on March 17,
1998)
4.7 -- Trust Indenture, dated as of May 7, 1996, providing for
the issue of Debt Securities in unlimited principal
amount, between Norcen Energy Resources Limited and
Montreal Trust Company of Canada, as trustee
(incorporated herein by reference to Exhibit 4.10 to the
Company's Current Report on Form 8-K filed on March 17,
1998)
4.8 -- First Supplemental Indenture, dated as of May 22, 1996,
to Trust Indenture dated as of May 7, 1996, providing for
the issue of 7 % Debentures due May 15, 2006, in
aggregate principal amount of U.S. $250,000,000 between
Norcen Energy Resources Limited and Montreal Trust
Company of Canada, as trustee (incorporated herein by
reference to Exhibit 4.11 to the Company's Current Report
on Form 8-K filed on March 17, 1998)
4.9 -- Second Supplemental Indenture, dated as of June 26, 1996,
to Trust Indenture dated as of May 7, 1996, providing for
the issue of 7.8% Debentures due July 2, 2008, in
aggregate principal amount of U.S. $150,000,000 between
Norcen Energy Resources Limited and Montreal Trust
Company of Canada, as trustee (incorporated herein by
reference to Exhibit 4.12 to the Company's Current Report
on Form 8-K filed on March 17, 1998)
4.10 -- Third Supplemental Indenture, dated as of June 26, 1996,
to Trust Indenture dated as of May 7, 1996, providing for
the issue of 6.8% Debentures due July 2, 2002, in
aggregate principal amount of U.S. $250,000,000 between
Norcen Energy Resources Limited and Montreal Trust
Company of Canada, as trustee (incorporated herein by
reference to Exhibit 4.13 to the Company's Current Report
on Form 8-K filed on March 17, 1998)
4.11 -- Fourth Supplemental Indenture, dated as of February 27,
1998, to Trust Indenture dated as of May 7, 1996,
providing for the Guarantee of all Securities Issued or
Previously Issued under the Trust Indenture between
Norcen Energy Resources Limited, Union Pacific Resources
Group Inc., as guarantor, and Montreal Trust Company of
Canada, as trustee (incorporated herein by reference to
Exhibit 4.14 to the Company's Current Report on Form 8-K
filed on March 17, 1998)
4.12(a) -- Terms Agreement for $200,000,000 6.50% Notes due May 15,
2005 (incorporated herein by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K filed on May 26,
1998)
4.12(b) -- Form of 6.50% Note due May 15, 2005 (incorporated herein
by reference to Exhibit 4.5 to the Company's Current
Report on Form 8-K filed on May 26, 1998)
4.13(a) -- Terms Agreement for $200,000,000 6.75% Notes due May 15,
2008 (incorporated herein by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K filed on May 26,
1998)
4.13(b) -- Form of 6.75% Note due May 15, 2008 (incorporated herein
by reference to Exhibit 4.6 to the Company's Current
Report on Form 8-K filed on May 26, 1998)
</TABLE>
<PAGE> 30
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.14(a) -- Terms Agreement for $200,000,000 7.05% Notes due May 15,
2018 (incorporated herein by reference to Exhibit 4.3 to
the Company's Current Report on Form 8-K filed on May 26,
1998)
4.14(b) -- Form of 7.05% Debenture due May 15, 2018 (incorporated
herein by reference to Exhibit 4.7 to the Company's
Current Report on Form 8-K filed on May 26, 1998)
4.15(a) -- Terms Agreement for $425,000,000 7.15% Notes due May 15,
2028 (incorporated herein by reference to Exhibit 4.4 to
the Company's Current Report on Form 8-K filed on May 26,
1998)
4.15(b) -- Form of 7.15% Debenture due May 15, 2028 (incorporated
herein by reference to Exhibit 4.8 to the Company's
Current Report on Form 8-K filed on May 26, 1998)
4.16(a) -- Terms Agreement for $200,000,000 7.30% Notes due April
15, 2009 (incorporated herein by reference to Exhibit 1.2
to the Company's Current Report on Form 8-K filed on
April 12, 1999)
4.16(b) -- Form of 7.30% Note due April 15, 2009 (incorporated
herein by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K filed on April 14, 1999)
4.17(a) -- Terms Agreement for $300,000,000 7.95% Debentures due
April 15, 2029 (incorporated herein by reference to
Exhibit 1.2 to the Company's Current Report on Form 8-K
filed on April 12, 1999)
4.17(b) -- Form of 7.95% Debenture due April 15, 2029 ($200 million)
(incorporated herein by reference to Exhibit 4.3 to the
Company's Current Report on Form 8-K filed on April 14,
1999)
4.17(c) -- Form of 7.95% Debenture due April 15, 2029 ($100 million)
(incorporated herein by reference to Exhibit 4.4 to the
Company's Current Report on Form 8-K filed on April 14,
1999)
4.18 -- Indenture, dated as of April 13, 1999, between Union
Pacific Resources Group Inc., Union Pacific Resources
Inc., UPR Capital Company and The Bank of New York as
trustee (incorporated herein by reference to Exhibit 4.1
to the Company's Current Report on Form 8-K filed on
April 14, 1999)
10.1 -- Tax Allocation Agreement, dated October 6, 1995 (Exhibit
10.3 to Form S-1)
10.2 -- Indemnification Agreement, dated October 1, 1995 (Exhibit
10.4 to Form S-1)
10.3 -- Pension Plan Agreement, dated October 1, 1995, by and
between Union Pacific Corporation and Union Pacific
Resources Group Inc. (Exhibit 10.7 to Form S-1)
10.4 -- The Supplemental Pension Plan for Officers and Managers
of Union Pacific Corporation and Affiliates, with
amendments (incorporated herein by reference to Exhibit
10.11 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995)
10.5 -- The Supplemental Pension Plan for Exempt Salaried
Employees of Union Pacific Resources Company and
Affiliates, with amendments (incorporated herein by
reference to Exhibit 10.12 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995)
10.6 -- Executive Incentive Plan of Union Pacific Resources Group
Inc. as amended and restated June 1, 1997 (incorporated
herein by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the period ended March
31, 1997)
*10.7 -- 1995 Stock Option and Retention Stock Plan of Union
Pacific Resources Group Inc. as amended and restated,
effective December 7, 1999
10.8(a) -- 1995 Directors Stock Incentive Plan, as amended and
restated, effective July 14, 1998 (incorporated herein by
reference to Exhibit 10.8(a) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998)
</TABLE>
<PAGE> 31
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.8(b) -- First Amendment, effective January 21, 1999, to 1995
Directors Stock Incentive Plan, as amended and restated
effective July 14, 1998 (incorporated herein by reference
to Exhibit 10.8(b) to the Company's Annual Report on Form
10-K for the year ended December 31, 1998)
10.8(c) -- Second Amendment, effective May 18, 1999, to 1995
Directors Stock Incentive Plan, as amended and restated
effective July 14, 1998 (incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1999)
*10.8(d) -- Third Amendment, effective April 2, 2000, to 1995
Directors Stock Incentive Plan, as amended and restated
effective July 14, 1998
10.9 -- Union Pacific Resources Group Inc. Deferred Compensation
Plan for the Board of Directors, as amended and restated,
effective September 5, 1997 (incorporated herein by
reference to Exhibit 99.2 to the Company's Registration
Statement on Form S-8, dated September 15, 1997)
10.10 -- Union Pacific Resources Group Inc. Executive Deferred
Compensation Plan, effective September 5, 1997
(incorporated herein by reference to Exhibit 99.1 to the
Company's Registration Statement on Form S-8, dated
September 15, 1997)
10.11(a) -- Union Pacific Resources Group Inc. Executive Life
Insurance Plan, adopted February 26, 1997 (incorporated
herein by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended December
31, 1996)
*10.11(b) -- Description of Amendment, adopted December 6, 1999 to the
Union Pacific Resources Group Inc. Executive Life
Insurance Plan, adopted February 26, 1997
10.12(a) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and George
Lindahl III dated October 21, 1999, superseding and
replacing the agreement dated February 4, 1997
(incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1999)
10.12(b) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and each of
Anne M. Franklin, Donald W. Niemiec, Morris B. Smith,
John B. Vering and Joseph A. LaSala, Jr., dated February
4, 1997 (incorporated herein by reference to Exhibit
10.17(c) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1996)
10.12(c) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and Thomas R.
Blank, dated July 13, 1998 (incorporated herein by
reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q/A filed November 12, 1998)
10.12(d) -- Form of Amendment, dated as of January 21, 1999, to
Change in Control Agreements between Union Pacific
Resources Group Inc. and Anne M. Franklin, Donald W.
Niemiec, Morris B. Smith, John B. Vering, Jack L.
Messman, V. Richard Eales and Joseph A. LaSala, Jr., all
dated February 4, 1997, and between Union Pacific
Resources Group Inc. and Thomas R. Blank dated July 13,
1998 (incorporated herein by reference to Exhibit
10.13(e) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998)
*10.12(e) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and Kerry R.
Brittain, dated March 18, 1999
*10.12(f) -- Form of Amendment, dated as of March 30, 1999, to Change
in Control Agreement between Union Pacific Resources
Group Inc. and Kerry R. Brittain, dated March 18, 1999
</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.12(g) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and Jack L.
Messman, dated February 4, 1997 (incorporated herein by
reference to Exhibit 10.17(a) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996)
10.12(h) -- Form of Agreement relating to Change in Control by and
between Union Pacific Resources Group Inc. and V. Richard
Eales, dated February 7, 1997 (incorporated herein by
reference to Exhibit 10.17(b) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996)
*10.12(i) -- Form of Supplemental Agreement relating to Change in
Control by and between Union Pacific Resources Group Inc.
and each of Thomas R. Blank, Kerry R. Brittain, Anne M.
Franklin, Donald W. Niemiec, Morris B. Smith and John B.
Vering, dated as of April 2, 2000
*10.12(j) -- Form of Supplemental Agreement relating to Change in
Control by and between Union Pacific Resources Group Inc.
and George Lindahl III, dated as of April 2, 2000
10.13 -- Settlement and Release Agreement by and between Union
Pacific Resources Group Inc. and V. Richard Eales,
effective September 1, 1999 (incorporated herein by
reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the period ended September 30,
1999)
10.14(a) -- Conversion Agreement (Exhibit 10.13(a) to Form S-1)
10.14(b) -- Conversion Agreement for Drew Lewis (Exhibit 10.13(b) to
Form S-1)
10.15(a) -- Amended and Restated 1976 Coal Purchase Contract, dated
as of January 1, 1993, between Commonwealth Edison
Company and Black Butte Coal Company (Exhibit 10.19 to
Form S-1)
10.15(b) -- Amendment No. 1 to Amended and Restated 1976 Coal
Purchase Contract between Commonwealth Edison Company and
Black Butte Coal Company, effective as of January 1, 1996
(incorporated herein by reference to Exhibit 10.35 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997)
10.15(c) -- Amendment No. 2 to Amended and Restated 1976 Coal
Purchase Contract between Commonwealth Edison Company and
Black Butte Coal Company, effective as of January 1, 1997
(incorporated herein by reference to Exhibit 10.36 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1997)
10.16(a) -- Transportation Agreement, dated December 15, 1989, by and
between Kern River Gas Transmission Company and Union
Pacific Fuels, Inc. (Exhibit 10.21 to Form S-1)
10.16(b) -- Amendments to Transportation Agreement, dated December
15, 1989, by and between Kern River Gas Transmission
Company and Union Pacific Fuels, Inc. (incorporated
herein by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended December
31, 1997)
*10.16(c) -- Assignment, dated March 1, 1999, by and between Kern
River Gas Transmission Company, Union Pacific Fuels, Inc.
and Union Pacific Resources Company assigning
Transportation Agreement, dated December 15, 1989, by and
between Kern River Gas Transmission Company and Union
Pacific Fuels, Inc. to Union Pacific Resources Company
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.17 -- Gas Transportation Agreement, dated June 18, 1997, by and
between Union Pacific Fuels, Inc. and Texas Gas
Transmission Corporation (incorporated herein by
reference to Exhibit 10.17 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1997)
10.19 -- Registration Rights Agreement, dated as of August 3,
1995, among Union Pacific Resources Group Inc., The
Anschutz Corporation and Anschutz Foundation
(incorporated herein by reference to Exhibit 10.19 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995)
10.20(a) -- Agreement, dated as of August 3, 1995, by and among Union
Pacific Resources Group Inc., The Anschutz Corporation,
Anschutz Foundation and Mr. Philip F. Anschutz ("the
Anschutz Agreement") (incorporated herein by reference to
Exhibit 10.20 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995)
10.20(b) -- Letter agreement, dated as of January 20, 1997, amending
the Anschutz Agreement (incorporated herein by reference
to Exhibit 10.25 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996)
10.21(a) -- U.S. $750,000,000 Five-Year Competitive Advance/Revolving
Credit Agreement, dated as of October 27, 1998, among
Union Pacific Resources Group Inc. and Chase Bank of
Texas, N.A., as administrative agent, The Chase Manhattan
Bank of Canada, as Canadian sub-agent and the banks named
therein (incorporated herein by reference to Exhibit 10.3
to the Company's Quarterly Report on Form 10-Q/A filed
November 12, 1998)
10.21(b) -- U.S. $25,000,000 Revolving Loan Agreement, dated July 14,
1997, between Basic Petroleum International Limited and
Royal Bank of Canada (incorporated herein by reference to
Exhibit 10.33 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997)
10.21(c) -- U.S. $1,000,000,000 364-day Competitive Advance/Revolving
Credit Agreement, dated as of October 27, 1998, among
Union Pacific Resources Group Inc. and Chase Bank of
Texas, N.A., as administrative agent and the banks named
therein (incorporated herein by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q/A filed
November 12, 1998)
10.21(d) -- U.S. $750,000,000 364-day Competitive Advance/Revolving
Credit Agreement, dated as of October 27, 1998, among
Union Pacific Resources Group Inc. and Chase Bank of
Texas, N.A., as administrative agent and the banks named
therein (incorporated herein by reference to Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q/A filed
November 12, 1998)
10.22(a) -- Merger and Purchase Agreement, dated November 20, 1998,
among Union Pacific Resources Company, Union Pacific
Fuels, Inc., Duke Energy Field Services, Inc. and DEFS
Merger Sub Corp. (incorporated herein by reference to
Exhibit 10.23(a) to the Company's Annual Report on Form
10-K for the year ended December 31, 1998)
10.22(b) -- Amendment, No. 1, dated February 1, 1999, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc.,
Duke Energy Field Services, Inc. and DEFS Merger Sub
Corp. (incorporated herein by reference to Exhibit
10.23(b) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998)
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
10.22(c) -- Amendment No. 2, dated March 5, 1999, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc.,
Duke Energy Services, Inc. and DEFS Merger Sub Corp.
(incorporated herein by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K filed April 12,
1999)
10.22(d) -- Amendment No. 3, dated March 30, 1999, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc. Duke
Energy Field Services, Inc. and DEFS Merger Sub Corp.
(incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1999)
10.22(e) -- Amendment No. 4, dated March 30, 1999, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc.,
Duke Energy Field Services, Inc. and DEFS Merger Sub
Corp. (incorporated herein by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 1999)
*10.22(f) -- Amendment No. 5, dated May 21, 1999, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc.,
Duke Energy Field Services, Inc. and DEFS Merger Sub
Corp.
*10.22(g) -- Amendment No. 6, dated February 16, 2000, to Merger and
Purchase Agreement, dated November 20, 1998, among Union
Pacific Resources Company, Union Pacific Fuels, Inc.,
Duke Energy Field Services, Inc. and DEFS Merger Sub
Corp.
*10.22(h) -- Master Natural Gas Liquids Purchase Agreement between
Union Pacific Resources Company and Union Pacific Fuels,
Inc., effective January 1, 1999
*10.22(i) -- Natural Gas Purchase and Sale Agreement between Union
Pacific Resources Company and Union Pacific Fuels, Inc.,
effective January 1, 1999
*12 -- Computation of ratio of earnings to fixed charges
*21 -- List of subsidiaries
*23.1 -- Consent of Arthur Andersen LLP dated as of March 23, 2000
*23.2 -- Consent of Deloitte & Touche LLP dated as of March 23,
2000
*23.3 -- Consent of Arthur Andersen LLP dated as of March 23, 2000
(Black Butte Coal Company Combined Financial Statements)
*24 -- Powers of Attorney for Directors
*27 -- Financial data schedules
*99.1 -- Black Butte Coal Company, A Joint Venture, and R-K
Leasing Company Combined Financial Statements as of
December 31, 1999 and December 26, 1998
*99.2 -- Black Butte Coal Company, A Joint Venture, and R-K
Leasing Company Combined Financial Statements as of
December 27, 1997.
</TABLE>
<PAGE> 1
EXHIBIT 10.8(d)
1995 DIRECTORS STOCK INCENTIVE PLAN
OF
UNION PACIFIC RESOURCES GROUP INC.
AND SUBSIDIARIES
THIRD AMENDMENT
The following represents the THIRD AMENDMENT to the above-referenced Plan,
following its amendment and restatement effective July 14, 1998, made by the
Board at its April 2, 2000 meeting:
1. Section 5(f)(i) is amended by adding, in the parenthetical in the
first sentence thereof, the words "or is required to resign because of a change
of control and is not elected or appointed to serve as a director of the
surviving company," immediately following the words "retirement policy for
Directors,".
2. The foregoing amendement is effective April 2, 2000.
3. Except as amended herein, all other terms and provisions shall
remain in full force and effect.
<PAGE> 1
EXHIBIT 10.12(i)
SUPPLEMENTAL AGREEMENT
This Supplemental Agreement dated April 2, 2000, by and between UNION
PACIFIC RESOURCES GROUP, INC., a Utah corporation (the "Company"), and _________
__________ (the "Executive") (the "Supplemental Agreement") is intended to (1)
provide the Executive, subject to the occurrence of contingency stated below,
with certain enhanced rights and benefits supplemental to those the Executive is
currently entitled to receive pursuant to the Executive's Agreement with the
Company dated on or about__________ __, 19__ dealing with a Change in Control of
the Company (the "Agreement") and (2) clarify the relationship between a certain
provision of the Agreement and a similar provision in the Company's Supplemental
Pension Plan.
WHEREAS, the Board of Directors of the Company, at a meeting held on
March 30, 2000, approved of the Company's entering into formal merger
negotiations with Anadarko Petroleum Corporation ("Expansion");
WHEREAS, the merger, if consummated, would result in the Company's
becoming a wholly-owned subsidiary of Expansion and would cause a Change of
Control of the Company, as such term is defined in the Agreement (the "Subject
Merger");
WHEREAS, the Board believes it to be in the best interests of the
Company that if the Company enters into the Subject Merger, the Executive should
be afforded certain enhanced change-of-control benefits which, when added to his
current benefits under the Agreement, would bring the total of such benefits
into relative parity with those change-of-control benefits afforded similarly
situated executives of Expansion;
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:
<PAGE> 2
1. DEFINED TERMS. Each capitalized term used herein has the same
meaning assigned to such term in the Agreement, except as may be otherwise
provided herein.
2. SUPPLEMENTAL BENEFITS. All rights and benefits afforded to and all
duties and obligations imposed upon Executive under the Agreement shall remain
in full force and effect except as otherwise enhanced or supplemented below:
2.1 With respect to Section 6.1(A) of the Agreement, the lump
sum severance payment described therein shall equal (a) a multiplier of at least
2.9 times base salary; plus (b) 2.9 times a bonus factor based on the greater of
(i) the highest annual bonus earned by the Executive during the three-year
period preceding the Change of Control or (ii) the annual bonus paid or payable
to the Executive for the year immediately preceding the Executive's year of
termination, in each case, including any bonus or portion thereof which has been
earned but deferred (and annualized for any fiscal year consisting of less than
twelve full months or during which the Executive was employed for less than
twelve full months); plus (c) a pro rata bonus based on the number of months in
the short fiscal year ending immediately prior to the Change of Control
determined on the basis of the greater of the amount described in Section
2.1(b)(i) or Section 2.1(b)(ii).
2.2 With respect to Section 6.1(C) of the Agreement, (a) the
aggregate number of months of additional benefit credit under each of the
Supplemental Plans described therein shall be increased by the number of months
necessary to increase the aggregate number to 36; (b) for purposes of
calculating the Executive's benefit under the Company's Supplemental Pension
Plan, the Executive's age at Date of Termination shall be advanced by three
years; (c) the value of the Executive's account payable under the Supplemental
Thrift Plan shall be the greater of the value of such account on (i) the
Executive's Date of Termination or (ii) the date of the Change of Control; and
(d) the Executive shall be entitled to an amount equal to the additional Company
matching contribution which would have been made on the Executive behalf in the
Company's Employees' Thrift Plan (assuming continued participation on the same
basis as immediately prior to the
2
<PAGE> 3
Executive's Date of Termination and for a period of 36 months following the
Executive's Date of Termination).
2.3 With respect to Section 6.1(D) of the Agreement, the
aggregate number of months of extended life, disability, accident and health
insurance benefits provided therein shall be increased by the number of months
necessary to increase the aggregate number to 36.
2.4 With respect to the last sentence of Section 6.1 of the
Agreement, if the Executive terminates employment with the Company by means of a
Discretionary Termination, he shall, instead of being entitled to 50% of the
Severance Benefits set forth in Section 6.1(A)-(F) of the Agreement, be entitled
to 100% of such Severance Benefits.
2.5 The Company shall, at its sole expense as incurred,
provide the Executive with (a) financial planning services until the third
anniversary of the Date of Termination as provided immediately prior to the Date
of Termination at a cost not to exceed $7,500 annually, and (b) outplacement
services at a cost to the Company not to exceed $100,000, the scope and provider
of which shall be selected by the Executive in the Executive's sole discretion.
3. EFFECT ON OTHER BENEFITS. The Executive, by executing this
Supplemental Agreement, acknowledges and agrees that, in consideration for the
opportunity to receive the benefit enhancements and supplements provided herein,
the Agreement and, if applicable, the Supplemental Agreement, provide the sole
change-of-control benefits owing to the Executive upon a Change of Control and
that the change-of-control benefit described in Section 3.6 of the Company's
Supplemental Pension Plan and any other change-of-control benefit which may be
described in any other plan adopted and maintained by the Company prior to the
execution of the
3
<PAGE> 4
Agreement does not apply to the Executive as long as he is covered by the
Agreement and, if applicable, the Supplemental Agreement.
4. DEEMED AMENDMENT OF SUPPLEMENTAL AGREEMENT. In the event that on or
after the date of execution of this Supplemental Agreement, Expansion amends or
modifies any of its agreements or arrangements applicable to any employee of
Expansion who is in a position comparable to Executive or directly or indirectly
provides an enhanced benefit to such an Expansion employee,or it is discovered
that Expansion took such action prior to the date of execution of this
Supplemental Agreement which action was not fully disclosed to the Company until
after the date of execution of this Agreement, in any case in connection with
the Subject Merger, this Supplemental Agreement shall be deemed to be amended to
include, mutatis mutandis, an additional benefit to the Executive in a form and
of value equivalent to the enhanced benefit provided to such Expansion employee;
provided, however, that the additional benefit contemplated by this Section 4
shall be payable to the Executive only under such circumstances as the enhanced
benefit would be payable to such Expansion employee.
5. EFFECTIVE DATE. The Supplemental Benefits set forth in Sections 2
and 4 hereof shall become effective if, and only if, the Executive meets his/her
obligations under Section 4 of the Summary of the Union Pacific Resources Group,
Inc. Change in Control Agreement applicable to the Executive.
UNION PACIFIC RESOURCES GROUP, INC.
By:
---------------------------------
EXECUTIVE
By:
--------------------------------
4
<PAGE> 1
EXHIBIT 10.12(j)
SUPPLEMENTAL AGREEMENT
This Supplemental Agreement dated April 2, 2000, by and between UNION
PACIFIC RESOURCES GROUP, INC., a Utah corporation (the "Company"), and George
Lindahl III (the "Executive") (the "Supplemental Agreement") is intended to (1)
provide the Executive, subject to the occurrence of contingency stated below,
with certain enhanced rights and benefits supplemental to those the Executive is
currently entitled to receive pursuant to the Executive's Agreement with the
Company dated on or about _________ __, 19__ dealing with a Change in Control of
the Company (the "Agreement") and (2) clarify the relationship between a certain
provision of the Agreement and a similar provision in the Company's Supplemental
Pension Plan.
WHEREAS, the Board of Directors of the Company, at a meeting held on
March 30, 2000, approved of the Company's entering into formal merger
negotiations with Anadarko Petroleum Corporation ("Expansion");
WHEREAS, the merger, if consummated, would result in the Company's
becoming a wholly-owned subsidiary of Expansion and would cause a Change of
Control of the Company, as such term is defined in the Agreement (the "Subject
Merger");
WHEREAS, the Board believes it to be in the best interests of the
Company that if the Company enters into the Subject Merger, the Executive should
be afforded certain enhanced change-of-control benefits which, when added to his
current benefits under the Agreement, would bring the total of such benefits
into relative parity with those change-of-control benefits afforded similarly
situated executives of Expansion;
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:
<PAGE> 2
1. DEFINED TERMS. Each capitalized term used herein has the same
meaning assigned to such term in the Agreement, except as may be otherwise
provided herein.
2. SUPPLEMENTAL BENEFITS. All rights and benefits afforded to and all
duties and obligations imposed upon Executive under the Agreement shall remain
in full force and effect except as otherwise enhanced or supplemented below:
2.1 With respect to Section 6.1(A) of the Agreement, the lump
sum severance payment described therein shall equal (a) a multiplier of at least
3 times base salary; plus (b) 3 times a bonus factor based on the greater of (i)
the highest annual bonus earned by the Executive during the three-year period
preceding the Change of Control or (ii) the annual bonus paid or payable to the
Executive for the year immediately preceding the Executive's year of
termination, in each case, including any bonus or portion thereof which has been
earned but deferred (and annualized for any fiscal year consisting of less than
twelve full months or during which the Executive was employed for less than
twelve full months); plus (c) a pro rata bonus based on the number of months in
the short fiscal year ending immediately prior to the Change of Control
determined on the basis of the greater of the amount described in Section
2.1(b)(i) or Section 2.1(b)(ii).
2.2 With respect to Section 6.1(C) of the Agreement, for
purposes of calculating the Executive's benefit under the Company's Supplemental
Pension Plan, the Executive's age at Date of Termination shall be advanced by
three years.
2.3 With respect to the last sentence of Section 6.1 of the
Agreement, if the Executive terminates employment with the Company by means of a
Discretionary Termination, he shall, instead of being entitled to 50% of the
Severance Benefits set forth in Section 6.1(A)-(F) of the Agreement, be entitled
to 100% of such Severance Benefits.
2
<PAGE> 3
2.4 The Company shall, at its sole expense as incurred,
provide the Executive with (a) financial planning services until the third
anniversary of the Date of Termination as provided immediately prior to the Date
of Termination at a cost not to exceed $7,500 annually, and (b) outplacement
services at a cost to the Company not to exceed $100,000, the scope and provider
of which shall be selected by the Executive in the Executive's sole discretion.
3. EFFECT ON OTHER BENEFITS. The Executive, by executing this
Supplemental Agreement, acknowledges and agrees that, in consideration for the
opportunity to receive the benefit enhancements and supplements provided herein,
the Agreement and, if applicable, the Supplemental Agreement, provide the sole
change-of-control benefits owing to the Executive upon a Change of Control and
that the change-of-control benefit described in Section 3.6 of the Company's
Supplemental Pension Plan and any other change-of-control benefit which may be
described in any other plan adopted and maintained by the Company prior to the
execution of the
3
<PAGE> 4
Agreement does not apply to the Executive as long as he is covered by the
Agreement and, if applicable, the Supplemental Agreement.
4. DEEMED AMENDMENT OF SUPPLEMENTAL AGREEMENT. In the event that on or
after the date of execution of this Supplemental Agreement, Expansion amends or
modifies any of its agreements or arrangements applicable to any employee of
Expansion who is in a position comparable to Executive or directly or indirectly
provides an enhanced benefit to such an Expansion employee,or it is discovered
that Expansion took such action prior to the date of execution of this
Supplemental Agreement which action was not fully disclosed to the Company until
after the date of execution of this Agreement, in any case in connection with
the Subject Merger, this Supplemental Agreement shall be deemed to be amended to
include, mutatis mutandis, an additional benefit to the Executive in a form and
of value equivalent to the enhanced benefit provided to such Expansion employee;
provided, however, that the additional benefit contemplated by this Section 4
shall be payable to the Executive only under such circumstances as the enhanced
benefit would be payable to such Expansion employee.
5. EFFECTIVE DATE. The Supplemental Benefits set forth in Sections 2
and 4 hereof shall become effective if, and only if, the Executive meets his/her
obligations under Section 4 of the Summary of the Union Pacific Resources Group,
Inc. Change in Control Agreement applicable to the Executive.
UNION PACIFIC RESOURCES GROUP, INC.
By:
--------------------------------------------
EXECUTIVE
By:
--------------------------------------------
George Lindahl III
4
