Sample Business Contracts

Termination Agreement and General Release - Union Oil Co. of California and Lucius Edgar Scott Jr.

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         This Termination Agreement and General Release ("Agreement"),  executed
this 30th day of May, 2000 by and between Lucius Edgar Scott,  Jr.  (hereinafter
referred to as  "Employee"),  and Union Oil Company of  California  (hereinafter
referred to as "Company").

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

         WHEREAS,  Company and  Employee  wish to resolve all issues  under said
Employment Agreement and in connection with Employee's severance from employment
with Company.

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

     1. Employee shall continue as Group  Vice-President,  Diversified  Business
Group and an Executive Officer of the corporation through July 31, 2000.

     2. Employee  shall  subsequently  continue on the payroll as an employee of
the Company for twelve  calendar months ending on July 31, 2001 as a "Consulting
Employee".  During such twelve  month 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 of
Group Vice President,  Diversified Business Group. Thereafter,  Employee and his
dependents  shall be eligible to receive all retiree health and welfare benefits
generally  applicable to a Company employee in Employee's  employment  category.
Employee shall report to Roger C. Beach during this period.  Notwithstanding any
writings, obligations or requirements to the contrary, this period of employment
shall apply to vesting and accruals under the 1998 Unocal  Management  Incentive
Program. Employee's participation and coverage shall be subject to the rules and
procedures generally applicable to employees under said plans.

     3. Employee shall be eligible for one year of  outplacement  services to be
paid by Company up to a maximum of $35,000.

     4. Employee  shall be paid by the Company the sum of $998,412 (Nine Hundred
and  Ninety-Eight  Thousand,  Four  Hundred  and Twelve  Dollars)  due under the
aforesaid Employment Agreement. Said payment to be made by September 1, 2000.

     5.  Employee  shall  receive by  September  1, 2000 the  additional  sum of
$25,000  (twenty-five  thousand  dollars)  in lieu of the two  years of  benefit
coverage under the Employment  Agreement referenced above. With the exception of
any conversion or benefit continuation rights,  payment of the amount under this
Section 5 and Section 4 above shall be in lieu of and a full  settlement  of all
Employee's rights under the Employment Agreement referenced above.

     6. Employee shall be eligible for Unocal's executive  financial  consulting
program through December 31, 2001 in accordance with the terms of said program.

     7.  Notwithstanding  any  writings,  obligations,  or  requirements  to the
contrary, Employee will continue to "time vest" in his Performance Stock Options
during the period he continues as a  Consulting  Employee.  Employee was granted
300,000  Performance  Stock Options in 1998 and such options will be 100% vested
on March 31,  2001.  In the event  that  Employee's  Performance  Stock  Options
granted under the 1998 Management  Incentive Program fail to become  exercisable
solely  because  the  performance  requirements  necessary  for  them to  become
exercisable  have not been met, the Company shall pay to Employee not later than
September 1, 2001 a lump sum cash  settlement  amount,  determined in accordance
with the terms of the Unocal  Retirement Plan,  equal to the difference  between
(1) the "Unocal  retirement  benefits" that would be payable to him as of August
1, 2001 if two  years  were  added to his age and  benefit  service  and (2) the
amount of "Unocal retirement  benefits" actually payable to him as of said date.
If Employee  retires or dies prior to August 1, 2001, the  calculation  shall be
made as of such earlier  applicable date. For purposes of the above calculation,
"Unocal  retirement  benefits"  include the  benefits  payable  under the Unocal
Retirement  Plan,  the Unocal  Supplementary  Compensation  Plan, and the Unocal
Retirement  Supplementary  Retirement  Plan for Key  Management  Personnel.  For
purposes of the above calculation,  "includable  compensation"  under the Unocal
Supplementary  Retirement  Plan  for Key  Management  Personnel  and the  Unocal
Supplementary  Compensation  Plan shall not be subject to any  Internal  Revenue
Code limitations.

     8. Employee shall be eligible to receive his Revised Incentive Compensation
Plan (`RICP") Award for the entire 2000 calendar year payable, on or about April
1, 2001. Such Award shall be paid in accordance with the normal operation of the
RICP but shall not be  modified by  individual  or  business  unit  performance.
Employee's  "target  award" 50% of base annual salary shall be adjusted only for
Company's comparative and absolute performance.

     9. During the period of Employee's  employment  as a "Consulting  Employee"
from August 1, 2000  through  July 31, 2001  Employee  may perform  services for
others so long as (1) such  services do not create a conflict  of interest  with
respect to Company and (2) such duties do not unduly  interfere with his ability
to conduct consulting activities for the Company. Should employee elect


to sever his  employment  as a Consulting  Employee (in which case the preceding
sentence restricting  Employee's providing services for others shall not apply),
his status as a Consulting Employee of the Company will be terminated and a lump
sum  payment  will  be made  of his  base  salary  payable  for the  term of the
consulting  period.  Retirement age and years of service under paragraph 12 will
be reduced accordingly and he shall no longer accrue service under the Company's
benefit plans,  policies,  1998 Long-Term  Incentive Plan and Performance  Stock

     10. 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.

     11. Unocal shall pay Employee his accrued  vacation "bank  balance"  within
two weeks of his ceasing to be the Group  Vice-President,  Diversified  Business
Group.  Employee  shall  accrue  vacation  during the period he is a  Consulting

     12.  Employee's  termination  of  employment  hereunder,  including  at his
election  under Section 9 above shall be treated as "at the  convenience  of the
Company"  pursuant  to the Long  Term  Incentive  Plans of 1991  and  1998,  the
Performance  Stock Option  Plan,  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.

     During the period as a Consulting  Employee,  Employee shall be entitled to
participate in all Benefit Plans and fringe benefit and payroll practices of the
Company on the same terms and  conditions  as would be applicable to a full time
employee of his level and salary grade.

     Employee shall continue to accrue  Benefit  Service under Unocal's  defined
benefit and defined  contribution plans under which he is currently covered. Any
amendment to the Unocal Retirement Plan or any of the  Non-Qualified  Retirement
Plans which would adversely affect the Employee's benefit thereunder shall be of
no force and effect with  respect to the Employee  except  where such  amendment
also  adversely  affects the benefit with respect to the  Company's  most senior
executives in a substantially identical manner.

     Company  hereby  acknowledges  and agree that Employee shall continue to be
eligible,  during all periods  following the termination of his  employment,  to
participate  in those  Benefit Plans  providing  retirement  health  benefits in
accordance  with the terms thereof as applicable  to similarly  situated  former

     For  purposes  of  calculating  the  Unocal  Retirement  Plan and  Unocal's
Non-Qualified  Retirement Plans benefits,  the Company shall (I) credit Employee
with 59 years .5  months  of age and 36 years 10  months  of  service,  (ii) use
Employee's  "includable  compensation" in effect as of July 31, 2001, (iii) take
into  account any  increases  in IRC Section 415 limits  taking  effect as of or
prior to July 31,  2001,  and (iv) take into account any changes in the terms of
Company's  Retirement  Plan taking  effect as of, or prior to July 31, 2001 that
would result in a greater benefit  becoming  payable to employee,  to the extent
allowable by law and applicable regulations.

     13. 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  Company's   Termination   Allowance   Plan  and  Employee
Redeployment  Program.  Employee  shall not be eligible for any future grants or
awards under the Long-Term Incentive Plan of 1998 or the RICP, for calendar year
2001 or any portion thereof.

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



     15. General Release
     In consideration  for this Agreement,  and with the exception of claims for
breach of 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  convenants 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.

     16. 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

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.


     17. This  Agreement 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.

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

     19.  This  Agreement  shall be  interpreted  to be valid to the full extent
possible under the laws of the State of California.

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

     21. This  Agreement  shall not constitute an admission by any Related Party
of any wrongful action or inaction whatsoever.

     22.  Employee  agrees that this  Agreement is understood by Employee and is
voluntarily entered into by the Employee.

     23. Employee may file a written beneficiary designation for any payments in
the event of his death prior to receipt of the amounts due under this  Agreement
in the form of Attachment A. The last such designation received by Company prior
to his death shall control any such payments.

     24. In addition to any indemnification  obligations Company has or may have
under  applicable law,  Company shall indemnify  Employee for any and all costs,
expenses,  awards,  claims,  judgments,  attorneys' fees or any other damages or
injury to Employee for  Employee's  actual or alleged  actions or failure to act
during  his  employment  with  Company  including  Employee's  employment  as  a
Consulting  Employee,  unless Company under its standard  policy on such matters
would not have so  indemnified  Employee for such actions or failure to act were
he still actively employed at his current salary level and position.

     25. This Agreement  shall bind any  successors,  purchasers,  subsidiaries,
affiliates or assigns of the Company.

     26.  Company  shall pay 90% (ninety  percent) of  Employee's  out-of-pocket
litigation expenses,  including  reasonable  attorney's fees, in connection with
any judicial  proceeding to enforce this  Agreement or construe or determine the
validity of this Agreement, if the Employee is substantially  successful in such


     27. Employee's Right to Review Agreement
     Employee has  twenty-two  (22) days from the date of Employee's  receipt of
this Agreement to consider whether or not to sign this Agreement .

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

     29. Employee's Right to Consult Counsel
     Employee is advised to consult with  Employee's  attorney  before  deciding
whether or not to sign this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed in duplicate originals.


By: /s/CARL D. McAULAY                       /s/LUCIUS E. SCOTT
    ------------------------------          ----------------------

 CARL D. McAULAY                             LUCIUS E. SCOTT
----------------------------------          ----------------------
Print Name                                  Print Name

 5-23-2000                                   5-30-2000
----------------------------------          ----------------------
Date                                        Date

                                 GENERAL RELEASE

                             BENEFICIARY DESIGNATION

I, Lucius E. Scott, (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:                               ____Jane Hill Scott______________

Address:                            ____330 N. San Rafael Ave._______

                                    ____Pasadena, CA  91105__________

Relationship:                       ____Spouse_______________________

Interest (%):                       ____100%_________________________

Name:                               _________________________________

Address:                            _________________________________

Relationship:                       _________________________________

Interest (%):                       _________________________________