Group Vice President Asia Operations Employment Agreement - Charles R. Williamson

EXHIBIT 10.11


UNOCAL EMPLOYMENT AGREEMENT


This employment agreement (the "Agreement") is made effective as of July 28, 1998 by and between Unocal Corporation, a Delaware corporation (the "Company") and Charles R. Williamson, Group Vice President, Asia Operations ("Employee").


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


1. Term.


1.1 The term of this Agreement (the "Term") shall commence on July 28, 1998 and shall be for two years, subject to earlier termination in accordance with the provisions of Section 4 hereinbelow. If the Agreement has not been subject to early termination in accordance with the provisions of Section 4 hereinbelow, beginning on July 28, 1998 and on each day thereafter, the Term shall automatically be extended for an additional day unless the Company notifies Employee in writing that it does not wish to further extend the Term. Notwithstanding the foregoing, this Agreement shall end automatically and without additional notice on the date of the Company's Annual Meeting of Shareholders that next follows the date of Employee's sixty-fifth (65th) birthday.


2. Position and Title.


2.1 The Company on behalf of itself and its affiliates and subsidiaries hereby employs Employee as Group Vice President, Asia Operations, and Employee hereby accepts such employment.


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


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


3. Compensation.


3.1 As of the date of this Agreement, Employee's annual base salary is $300,000. Employee's base salary and performance shall be reviewed periodically at intervals approved by the Management Development and Compensation Committee of the Board of Directors of the Company (the "Committee"), and Employee's base salary may be increased from time to time based on merit or such other consideration as the Committee may deem appropriate.


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


4. Termination of Employment.


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


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


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


(3) Employee's conviction of a felony.


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


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


(1) The Company shall pay Employee a lump-sum severance amount
within thirty (30) days following Termination Without Cause
equal to two (2) times the sum of (a) the higher of the
Employee's annual base salary at the time of Termination
Without Cause or the annual base salary stated in Paragraph
3.1 hereinabove, and (b) the average annual Bonus earned by
Employee (whether paid in cash or deferred) for the two
completed fiscal years immediately prior to Termination
Without Cause, reduced by the amount of any Unocal Employee
Redeployment Program and/or Unocal Termination Allowance
benefits payable to Employee.


(2) The Company shall provide for Employee to receive medical,
dental, life, and disability insurance coverage for two (2)
years following Termination Without Cause at levels and a net
cost to Employee comparable to that provided to Employee
immediately prior to Employee's Termination Without Cause.


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


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


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


5. Change of Control.


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


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(1) In the event of Employee's Termination Without Cause within a
period of twenty-four (24) months following the date of a
Change of Control, Employee shall be entitled to the
termination benefits described in Paragraph 4.3 hereinabove;
provided that the lump-sum severance amount paid to Employee
under this Paragraph 5.1(1), which is calculated based on
Paragraphs 4.3(1) and 4.3(3) hereinabove, shall be (a) reduced
to equal the present value, determined in accordance with
Section 280G(d)(4) of the Internal Revenue Code (the "IRC"),
of the lump-sum severance amount which would otherwise be
payable under Paragraphs 4.3(1) and 4.3(3), and (b) reduced to
offset compensation and other earned income by Employee in the
manner provided for in Paragraphs 5.1(2) and 5.1(3) below.


(2) The lump-sum severance amounts payable to Employee under
Paragraphs 4.3(1) and 4.3(3) shall be reduced by one hundred
percent (100%) of any compensation and other earned income
(withi ...