printer-friendly

Sample Business Contracts

Employment Agreement - BP Exploration (Alaska) Inc. and Byron Elmer Grote

DATED August 7, 2000

BP EXPLORATION (ALASKA) INC.

and

BYRON ELMER GROTE

EMPLOYMENT AGREEMENT

---

CONTENTS

CLAUSE		PAGE
1.  Employment		1
2.  Term		1
3.  Salary		1
4.  Termination of Employment		1
5.  Benefits		2
6.  General		2

---

THIS AGREEMENT is made on August 7, 2000 BETWEEN:

(1)

BP EXPLORATION (ALASKA) INC. a Delaware corporation of 900 East Benson Boulevard, Anchorage, Alaska 99508 (the 'Company'); and

(2)

BYRON ELMER GROTE of Flat 22, Millers Wharf House, 78 St. Katherine's Way, London E1 9YU (the 'Executive')

IT IS AGREED as follows:

1.     EMPLOYMENT

• The Company shall employ the Executive and the Executive shall be employed as a senior executive of the Company on the terms set out in this Agreement (the 'Employment').

2.     TERM

• The Employment will take effect from 3rd August, 2000. The period of time during which Executive is employed by the Company under this Agreement will be referred to herein as the 'Term'.

3.     SALARY

• The Company shall pay to the Executive a salary at the rate of $540,000 per annum (less applicable deductions).

4.     TERMINATION OF EMPLOYMENT

• 4.1

  Unless previously terminated in accordance with this agreement, the Employment may be terminated at any time by either party giving to the other one year's notice in writing.
  
  

  4.2

  The Company may terminate the Employment for cause with immediate effect.
  
  

  4.3

  The Employment shall in any event terminate automatically on 8th March, 2008.
  
  

  4.4

  Nothing contained herein limits the Company's rights to suspend any of the Executive's duties and powers under this Agreement.
  
  

  4.5

  For the purpose of this agreement 'cause' shall mean that the Executive:
  
  

  (i)

  commits an act constituting a misdemeanour involving moral turpitude or a felony under the laws of the United States or any state or political subdivision thereof;
  
  

  (ii)

  commits an act constituting a breach of fiduciary duty, gross negligence or willful misconduct;
  
  

  (iii)

  engages in conduct that violates the Company's policies or procedures or the standing of the Company or any of its affiliates;
  
  

  (iv)

  commits an act of fraud, dishonesty or misrepresentation that is detrimental to the business, reputation, character of the Company or any of its affiliates;
  
  

  (v)

  engages in a conflict of interest or self-dealing; or
  
  

  (vi)

  breaches his obligations as set forth in this agreement or he fails to perform his duties as an employee of the Company (including as a result of his death or permanent disability whereby the Executive is unable to perform the essential functions of his job for four (4) consecutive months).

---

5.     BENEFITS

• The Executive shall be entitled to participate in such benefit plans as the Company may from time to time provide in respect of him, such participation to be on the terms or subject to the rules or the Company's policies as may apply to such benefits from time to time.

6.     GENERAL

• 6.1

  Each of the provisions in this agreement shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of the provisions of this agreement is void but would be valid if some part of the clause were deleted, the clause in question shall apply with such modification as may be necessary to make it valid.
  
  

  6.2

  During the Employment the Executive will be bound by the Company's policies and procedures applicable to employees.
  
  

  6.3

  This agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
  
  

  6.4

  As from the effective date of the Employment all other agreements or arrangements between the Executive and the Company or any of its affiliates relating to the employment of the Executive will cease to have effect. It is acknowledged and agreed that the Company has no liability to make any payments to the Executive other than salary and benefits earned up to the effective date of the Employment. In particular, it is confirmed and agreed that the Company has no liability to make any payments to the Executive on the termination of his previous service agreements.
  
  

  6.5

  This Agreement contains the entire understanding of the parties and may be modified only in a document signed by the parties and referring explicitly hereto.

AS WITNESS the hands of the Executive and of a duly authorized representative of the Company on the date which appears first on page 1.

SIGNED by		)
BP EXPLORATION (ALASKA) INC.		)
in the presence of		)
SIGNED by BYRON ELMER GROTE in the presence of

---

Byron Elmer Grote
Flat 22, Millers Wharf House
78, St Katherine's Way
London E1 9YU

August 2, 2000

BP Exploration (Alaska) Inc.
900 East Benson Boulevard
Anchorage
Alaska 99508
USA

Dear Sirs,

I hereby confirm that as a term of my secondment to BP Amoco plc ('the Company') that I am bound by and will comply with the Company's General Terms and Conditions of Employment on Executive Expatriate Secondment (a copy of which is attached) during the secondment.

Yours sincerely

B.E. Grote

Enc.

---

GENERAL TERMS AND CONDITIONS
OF EMPLOYMENT
ON EXECUTIVE EXPATRIATE SECONDMENTS
APPLICABLE TO BYRON ELMER GROTE

---

TABLE OF CONTENTS

CLAUSE		PAGE
1.    Interpretation		1
2.    Duties		1
3.    Place of Work of the Secondee		2
4.    Resettlement		2
5.    Incentives		3
6.    Travelling Expenses		3
7.    Car		3
8.    Benefits		3
9.    Vacation		3
10.  Confidential Information		3
11.  Intellectual Property		4
12.  Termination of Secondment		5
13.  General		5
14.  Notices		6

---

GENERAL TERMS AND CONDITIONS ON EXPATRIATE EXECUTIVE SECONDMENTS

1.     INTERPRETATION

• (1)

  In these terms and conditions:

• • 'Secondment' means the secondment of the Secondee by a Group Company to another Group Company;

    'Secondee' means Byron Elmer Grote;

    'Company' means: BP Amoco plc;

    'CEO' means the group chief executive of the Company and it includes his delegate or delegates where the chief executive officer has delegated his authority to manage the Secondee or the business of the Group in which the Secondee is performing his duties;

    'Group' means the Company and its subsidiaries, affiliates, parents and related entities for the time being and 'Group Company' means any one of them;

    'Working Day' means a day other than a Saturday, Sunday or Company holiday;

  (2)

  References in these terms and conditions to a person include a body corporate and an unincorporated association of persons and references to a company include any body corporate.
  
  

  (3)

  Any reference in these terms and conditions to a statutory provision includes any statutory modification or re-enactment of it for the time being in force.
  
  

  (4)

  Where appropriate, references to the Secondee include his personal representatives.

2.     DUTIES

• (1)

  The Secondee shall use his best endeavours to promote and protect the interests of the Group and shall not do anything which is harmful to those interests.
  
  

  (2)

  The Secondee shall diligently and faithfully perform such duties and exercise such powers as may from time to time be assigned to or vested in him in relation to the conduct and management of the affairs of the Group by the CEO. The CEO may also suspend all or any of the Secondee's duties and powers for such periods and on such terms as he considers expedient (including a term that the Secondee shall not attend at the Company's premises).
  
  

  (3)

  The Secondee shall give to the CEO such information regarding the affairs of the Group as he shall require and shall comply with all proper instructions of the CEO.
  
  

  (4)

  The Secondee shall have the power and the authority to act in accordance with the instructions of and within the limits prescribed by the CEO.
  
  

  (5)

  The Secondee shall comply with all codes of conduct from time to time adopted by the Company and with all applicable laws, rules and regulations applicable to the Company.
  
  

  (6)

  The Secondee shall (unless prevented by sickness, disability or otherwise directed by the CEO) devote the whole of his time during normal business hours to his duties under those General Terms and Conditions and such additional time as is necessary for the proper fulfilment of those duties.
  
  

  (7)

  The Secondee's salary shall be inclusive of any fees receivable by him as a director of any Group Company and if the Secondee receives any such fees in addition to his salary he shall pay them to the Company.

---

• (8)

  The Secondee shall not accept any appointment to any office in relation to any body, whether corporate or not, (other than a Group Company) or directly or indirectly be interested in any manner in any other business except:
  
  

  (a)

  as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are publicly traded on a recognized investment exchange and if the Secondee (together with his spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than five per cent, of the securities of that class; or
  
  

  (b)

  with the consent in writing of the Company which may be given subject to any terms or conditions which the Company requires.

3.     PLACE OF WORK OF THE SECONDEE

• The Secondee's duties shall relate primarily to the United Kingdom but shall extend to travel abroad when required by the Company.

4.     RESETTLEMENT

• (1)

  The Secondee shall be entitled to relocation assistance in respect of the costs of moving from his home base to the overseas location at which he has accepted an appointment. The amount of such assistance shall be determined in accordance with the Company's policies from time to time and shall be subject to the terms of such policies.
  
  

  (2)

  Until the date falling two months after the termination of the Secondment, or the third anniversary of the Seeondee's expatriate appointment (whichever is the sooner) the Secondee shall be entitled to a resettlement allowance (the 'Resettlement Allowance') of $410,000 per annum. This is in place of the benefits provided by the Group including the Secondee's Foreign Services Premium, Cost of Living Adjustment, Home Add-Backs Allowance, Housing and Utilities Allowance, Home Leave Travel Allowance and Council Tax Allowance.
  
  

  (3)

  The Resettlement Allowance shall not form part of the Secondee's pensionable salary and shall not be taken into account in determining the Secondee's pension benefits or his rights under any incentive plan or other benefit in which he participates or to which he is entitled.
  
  

  (4)

  In addition to the Resettlement Allowance the Secondee shall be entitled to the costs of repatriation at the end of his assignment (to be determined in accordance with and subject to the Company's policies at the time of resettlement), educational assistance, medical benefits and such other benefits as may be notified to him from time to time by the Company.

5.     INCENTIVES

• The Secondee agrees that his participation in any bonus or incentive arrangements shall be at the Company's sole discretion; that he is subject to the Company's procedures as notified to him from time to time for setting and assessing any bonus or incentive payments, if any, under any scheme in which he participates.

6.     TRAVELLIING EXPENSES

• The Company shall reimburse the Secondee (on production of such evidence as it may reasonably require) the amount of all travelling and other expenses properly and reasonably incurred by him in the discharge of his duties.

---

7.     CAR

• (1)

  The Company shall provide the Secondee with a car appropriate to his status for his use in the performance of his duties and, subject to any restrictions or conditions from time to time imposed by the Company, the Secondee may use the car for his private purposes.
  
  

  (2)

  The Company shall pay all normal servicing, insurance and running expenses in relation to the car and all fuel expenses incurred by the Secondee in the performance of his duties.
  
  

  (3)

  The Secondee shall take good care of the car and shall observe the terms and conditions of the insurance policy relating to it and the terms of the Company's car policy from time to time.

8.     BENEFITS

• The Secondee shall be entitled to participate in such benefit plans as the Company may from time to time notify to him such participation to be on the terms or subject to the rules or the Company's policies as may apply to such benefits from time to time.

9.     VACATION

• (1)

  The Secondee shall take his vacation entitlement at times agreed with the Company.
  
  

  (2)

  Any entitlement to vacation remaining at the end of any calendar year may be carried forward to the next calendar year but no further. The entitlement to vacation (and on termination of employment to accrued but unused vacation) accrues pro rata throughout each calendar year (disregarding fractions of days).

10.   CONFIDENTIAL INFORMATION

• (1)

  The Secondee shall not make use of or divulge to any person, and shall use his best endeavours to prevent the use, publication or disclosure of, any information of a confidential or secret nature:
  
  

  (a)

  concerning the business of the Company or any Group Company and which comes to his knowledge during the course of or in connection with his employment or his holding any office within the Group from any source within the Company or any Group Company: or
  
  

  (b)

  concerning the business of any person having dealings with the Company or any Group Company and which is obtained directly or indirectly in circumstances in which the Company or any Group Company is subject to a duty of confidentiality in relation to that information.
  
  

  (2)

  This clause shall not apply to information which is:
  
  

  (a)

  used or disclosed in the proper performance of the Secondee's duties or with the prior written consent of the Company; or
  
  

  (b)

  ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law.
  
  

  (3)

  This clause shall continue to apply after the termination of the Secondment without limit of time.
  
  

  (4)

  Each of the restrictions in each paragraph or subclause above shall be enforceable independently of each of the others and its validity shall not be affected if any of the others is invalid. If any of those restrictions is void but would be valid if some part of the restriction were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.

---

11.   INTELLECTUAL PROPERTY

• (1)

  In this clause 'Intellectual Property Right' means a formula, process, invention, improvement, utility model, trade mark, service mark, business name, copyright, design right, patent, know-how, trade secret, program, documentation, other copyrightable work and any other intellectual property right of any nature whatsoever throughout the world (whether registered or unregistered and including all applications and rights to apply for the same) which:
  
  

  (a)

  relates to or is useful in connection with the business or any product or service of a Group Company; and
  
  

  (b)

  is invented, developed, created or acquired by the Secondee (whether alone or jointly with any other person) during the period of his employment with the Group ('the Employment').
  
  

  (2)

  Any Intellectual Property Right that the Secondee creates or works on during the Employment are works made 'for hire' for purposes of copyright laws. Any copyright rights in those works are owned by the Company, not by the Secondee.
  
  

  (3)

  The Secondee shall promptly communicate in confidence to the Company full particulars of any Intellectual Property Right (whether or not it is vested in the Company pursuant to subclause (2) above or otherwise) and the Secondee shall not use, disclose to any person or exploit any Intellectual Property Right belonging to the Company without the prior written consent of the Company.
  
  

  (4)

  The Secondee shall, at the request and expense of the Company, prepare and execute such instruments and do such other acts and things as may be necessary or desirable to enable the Company or its nominee to obtain the protection of any Intellectual Property Right vested in the Company in such parts of the world as may be specified by the Company or its nominee and to enable the Company to exploit any Intellectual Property Right vested in the Company to best advantage.
  
  

  (5)

  These obligations of the Secondee regarding Intellectual Property as set forth above shall continue to apply after the termination of the Employment. Each of those obligations is enforceable independently of each of the others and its validity shall not be affected if any of the others is unenforceable to any extent.

12.   TERMINATION OF SECONDMENT

• (1)

  If the Secondee is appointed as a director or officer of the Company or of any Group Company and the Secondee ceases to be a director or officer of the Company or of that Group Company (for any reason whatsoever) that shall not terminate the Secondment.
  
  

  (2)

  The Secondment shall terminate automatically on the date that the Secondee gives, or is given, notice of termination of employment and shall, in any event, terminate automatically on 8th January 2008.
  
  

  (3)

  On the termination of the Secondment in any way the Secondee shall immediately:
  
  

  (a)

  return the car and its keys to the Company at such place as it shall nominate for the purpose; and
  
  

  (b)

  deliver to the Company's Group Human Resources Department all property in his possession, custody or under his control belonging to any Group Company including (but not limited to) business cards, credit and charge cards, security and computer passes, original and copy documents or other media on which information is held in his possession relating to the business or affairs of any Group Company; and
  
  

  (c)

  resign all offices held by him in any Group Company (without prejudice to the rights of any party arising out of the termination of the Secondment).

---

• (4)

  The Secondee hereby authorizes the Company to deduct from any amounts payable by the Company or the Group to the Secondee on the termination of the Secondment any sums due to the Company or the Group from the Secondee as permitted by law.
  
  

  (5)

  With effect from the date of termination of the Secondment, all the rights and obligations of the parties shall cease except for those which are expressed to continue after that date and except in relation to any breach of any provision of these terms and conditions or any other agreement between the Company and the Secondee before that date. Termination of the Secondment shall not prejudice any other rights of the Company.

13.   GENERAL

• (1)

  These terms and conditions shall be governed by and construed in accordance with the laws of the United Kingdom.
  
  

  (2)

  In the event of any conflict between these terms and conditions and the provisions of any other agreement between the Secondee and any Group Company, these terms and conditions shall prevail.

14.   NOTICES

• (1)

  Any notice or other document to be served under any agreement between the Company and the Secondee may, in the case of the Company, be delivered by hand or sent by first class mail or telex or facsimile process to the Company at its registered office for the time being and, in the case of the Secondee, may be delivered to him or sent by first class mail to his usual or last known place of residence.
  
  

  (2)

  Any such notice or other document shall be deemed to have been served:
  
  

  (a)

  if delivered, at the time of delivery;
  
  

  (b)

  if mail, at 10.00 a.m. on the second Working Day after it was put into the mail; or
  
  

  (c)

  if sent by telex or facsimile process, at the expiration of two hours after the time of dispatch, if dispatched before 3.00 p.m. on any Working Day, and in any other case at 10.00 a.m. on the Working Day following the date of dispatch.
  
  

  (3)

  In proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such notice or other document was properly addressed and posted as a pre-paid first class letter or that the telex or facsimile message was properly addressed and dispatched as the case may be.