Sample Business Contracts

Termination Agreement and General Release - Union Oil of California and John W. Schanck

Sponsored Links


         This Termination Agreement and General Release,  executed this 31st day
of March,  1999 by and  between  John W.  Schanck  (hereinafter  referred  to as
"Employee"),  and Union Oil Company of  California  (hereinafter  referred to as

         WHEREAS,  Employee has most  recently  been  employed at the  Company's
offices located in Sugar Land, Texas;

         WHEREAS, the Company has made certain changes which have resulted in 
the elimination of Employee's assignment and

         WHEREAS,  Employee is covered under an Employment Agreement dated as of
July 28, 1998 a copy of which is attached hereto as Exhibit A.

         NOW,  THEREFORE,  in consideration of the mutual promises  contained in
this  Termination  Agreement and General  Release,  the sufficiency of which are
hereby acknowledged, Company and Employee agree as follows:

         1. Employee shall continue on the payroll of the Company through August
31, 1999 as a "Consulting  Employee".  During such period  Employee will be paid
his current base salary and continue to be eligible  for the  Company's  benefit
plans and policies  generally  applicable  to its  employees  in his  employment
category.  Employee's  participation  and coverage shall be subject to the rules
and procedures  generally  applicable to employees under said plans. During this
period,  Employee shall assist the Company with legal or administrative disputes
and with  transition  issues - all during  normal  business  hours.  These above
duties shall be limited in time and scope so as not to interfere with Employee's
search for other employment.

         2.  Employee  shall be eligible for one year of  outplacement  services
under the  Center of  Executive  Options  to be paid by  Company,  plus up to an
additional  year  with  another   outplacement  firm,  if  necessary  to  secure
employment. Such additional year's outplacement shall not exceed $35,000.

         3. The payment of $893,808  (Eight  Hundred and Ninety Three  Thousand,
Eight-Hundred  and Eight Dollars) due under the aforesaid  Employment  Agreement
shall be made within 30 days of the termination of his employment hereunder.

         4.  Employee  shall  be  eligible  for  Unocal's  executive   financial
consulting  program through August 31, 2000 in accordance with the terms of said

         5. Company shall continue to provide the continued  "coaching" services
of Tom Curen at an approximate cost of $1200 per month through August 31, 1999.

         6.  Employee   acknowledges  that  he  acquired  certain   confidential
information  concerning the operation of the Company during his employment  with
the Company and in  connection  with the  Employee's  work  hereunder.  Employee
agrees  that he will not at any time,  whether  during  or after his  employment
hereunder,  (1) knowingly  use for improper  personal  benefit any  confidential
information  that he may learn or has learned by reason of his  employment  with
the Company,  or (2) disclose any such  confidential  information  to any person
except (a) in the performance of his obligations to the Company  hereunder,  (b)
as required by applicable  law, (c) in connection  with the  enforcement  of his
rights under this Agreement, (d) in connection with any disagreement, dispute or
litigation (pending or threatened) between Employee and the Company, or (e) with
the prior written consent of the Company.  "Confidential  Information"  includes
information  with respect to the  Company's  products,  facilities  and methods,
research and  development and trade secrets and other  intellectual  properties,
systems,  patents and patent  applications,  procedures,  manuals,  confidential
reports,  business plans,  prospects or opportunities;  provided,  however, that
such terms shall not include any  information  that (X) is or becomes  generally
known or available other than as a result of disclosure by Employee or (Y) is or
becomes known or available to Employee on a non-confidential basis from a source
which to Employee's knowledge is not prohibited from disclosing such information
to  Employee  by a legal,  contractual,  fiduciary  or other  obligation  to the
Company. If Employee is unclear as to the requirements of the foregoing,  he may
ask for  clarification  as to a specific  situation by contacting  the Company's
Chief Legal  Officer in writing.  Employee's  obligations  under this  paragraph
shall survive termination of this Agreement.
         7. Unocal shall pay Employee his accrued vacation "bank balance" within
two weeks of his termination of employment.

         8. Employee's  termination of employment  hereunder shall be treated as
"at the convenience of the Company" pursuant to the Long Term Incentive Plans of
1991 and 1998 and under the  Revised  Incentive  Compensation  Plan.  Therefore,
Employee  shall be  entitled  to the  delivery  of shares of  Restricted  Stock,
payment of Performance  Shares and the extended  period to exercise vested stock
options  applicable  under  the  terms  of  said  Plans  upon a  termination  of
employment at the convenience of the Company.

         9.  Employee  shall  not  be  entitled  to any  other  termination-type
benefits except as specifically noted above. Employee hereby waives any benefits
or  payments   under  the  Unocal   Termination   Allowance  Plan  and  Employee
Redeployment  Program.  Employee  shall not be eligible for any future grants or
awards under the Management Incentive Plan of 1998.

         10.  All  payments  hereunder  to  Employee  shall be  reduced  for any
applicable withholding.

         11.      General Release

         In  consideration  for this  Agreement,  Employee  hereby  releases and
forever   discharges   Company  and  Unocal  Corporation  and  their  respective
predecessors,  successors, partners, assigns, employees,  shareholders,  owners,
officers, directors, agents, attorneys, subsidiaries, divisions, and affiliates,
(jointly  referred to as "Released  Parties") from any and all claims,  demands,
causes of action,  obligations,  damages, attorneys' fees, costs and liabilities
of any nature whatsoever, whether or not now known, suspected or asserted, which
Employee may have or claim to have against the Released  Parties relating in any
manner to Employee's  employment with the Company and/or the termination of such
employment, and hereby covenants not to assert such claims through a lawsuit, an
administrative  proceeding or otherwise.  This General Release includes,  but is
not limited to, claims  arising under federal,  state or local laws  prohibiting
employment discrimination or claims arising out of any legal restrictions on the
Company's rights to terminate its employees, including without limitation of the
Age  Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act
of 1964, and the Civil Rights Act of 1991.

         This   Agreement   shall  not  apply  to   Employee's   rights  to  any
indemnification  insurance,  defense  or hold  harmless  protection  that  would
otherwise apply in the absence of this Release.  Except as specifically provided
herein,  nothing in this Agreement shall affect in any way, apply to,  increase,
or diminish,  any rights which Employee has with respect to retirement  benefits
or with  respect to any  previously  established  policy or plans of the Company
outside of this Agreement.

         12.      Waiver

         Employee  waives all  rights  under  Section  1542 of the Civil Code of
California. That section reads as follows:

         "A general  release does not extend to claims  which the creditor  does
         not know or suspect to exist in his favor at the time of executing  the
         release,  which  if  known by him must  have  materially  affected  his
         settlement with the debtor."

Notwithstanding  the  provisions of Section 1542 or any similar law of any other
state, and to provide a full and complete release of Released Parties,  Employee
expressly  acknowledges  that this Termination  Agreement and General Release is
intended to include, without limitation, all claims which Employee does not know
or suspect to exist in his favor at the time of execution of this document,  and
that the settlement agreed upon completely extinguishes all such claims.

         13.  Employee  shall  not  disclose  the  existence  or  terms  of this
Agreement to current or former employees of the Company.  However,  Employee may
disclose  this  Agreement  to his  spouse,  tax  advisor,  financial  advisor or
potential employer, or when required by legal or administrative  proceedings. In
the event of a disclosure other than that authorized in the preceding  sentence,
Company  may  immediately  terminate  Agreement  and its  remaining  obligations
thereunder.  At the time of execution of this Agreement,  Company agrees that it
has no knowledge of any disclosure by Employee as such disclosure is referred to
in this paragraph.

       14. This Termination Agreement and General Release is a full and complete
expression  of the intent of the parties with  respect to the subject  matter of
this Agreement.  No other agreement or representation,  express or implied,  has
been made by either party with respect to the subject matter of this Agreement.

         15. This Termination  Agreement and General Release may not be modified
except by a written agreement signed by both Employee and by a Vice President of
Union Oil Company of California.

         16. This Termination Agreement and General Release shall be interpreted
to be valid to the full extent possible under the laws of the State of Texas.

         17. Employee warrants and represents that he has not assigned or in any
way  transferred  any claim  related to the subject  matter of this  Termination
Agreement  and  General  Release  and that he will not  allow or  assist in such
transfer or assignment in the future.

         18. This Termination Agreement and General Release shall not constitute
an  admission  by  any  Released  Party  of  any  wrongful  action  or  inaction

         19. Employee agrees that this Termination Agreement and General Release
is understood by Employee and is voluntarily entered into by the Employee.

         20.  Employee  may  file a  written  beneficiary  designation  for  any
payments  in the event of his death  prior to receipt of the  amounts  due under
paragraphs 2, 3, 4 and 9 in the form of Attachment A. The last such  designation
received by Company prior to his death shall control any such payments.

         21.      Employee's Right to Review Agreement.

         Employee has twenty-two  (22) days from the date of Employee's  receipt
of this Termination  Agreement and General Release to consider whether or not to
sign this Termination Agreement and General Release.

         22.  This  Termination  Agreement  and  General  Release  shall  not be
effective  until eight (8) days from the date of execution  of this  Termination
Agreement  and General  Release by Employee.  During such  period,  Employee may
notify  Company in writing of his revocation of this  Termination  Agreement and
General Release.

         23.      Employee's Right to Consult Counsel.

         Employee is advised to consult with Employee's attorney before deciding
whether or not to sign this Termination Agreement and General Release.

IN WITNESS  WHEREOF,  this  Termination  Agreement and General  Release has been
executed in duplicate originals.


By: _____________________________           __________________________

Carl D. McAulay                             John W. Schanck
-----------------                           -----------------               
Print Name                                  Print Name

4/26/99                                     4/2/99
Date                                        Date



                             BENEFICIARY DESIGNATION

I,  Jack  Schanck,  (Employee)  hereby  designate  the  following  person(s)  as
Beneficiary  for any payments  due at the time of my death under my  Termination
Agreement and General Release with Union Oil Company of California, dba Unocal.

Name:                                       Judi A. Schanck
Address:                                    3802 Hogan Ct.
                                            Sugar Land, TX  77479
Relationship:                               Wife
Interest (%):                               100%

Name:                                       ______________________________

Address:                                    ______________________________

Relationship:                               ______________________________

Interest (%):                               ______________________________