0001104659-05-027781.txt : 20050611 0001104659-05-027781.hdr.sgml : 20050611 20050610170455 ACCESSION NUMBER: 0001104659-05-027781 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050608 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOREST OIL CORP CENTRAL INDEX KEY: 0000038079 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 250484900 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13515 FILM NUMBER: 05890600 BUSINESS ADDRESS: STREET 1: 1600 BROADWAY, SUITE 2200 STREET 2: SUITE 2200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038121400 MAIL ADDRESS: STREET 1: 1600 BROADWAY STREET 2: SUITE 2200 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Forest Oil CORP DATE OF NAME CHANGE: 20040819 FORMER COMPANY: FORMER CONFORMED NAME: FOREST OIL CORP DATE OF NAME CHANGE: 19920703 8-K 1 a05-10673_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 8, 2005

FOREST OIL CORPORATION

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

1-13515		25-0484900
(Commission File Number)		(IRS Employer Identification No.)

1600 Broadway, Suite 2200, Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

303.812.1400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On June 8, 2005 the Compensation Committee of the Board of Directors of Forest Oil Corporation (“Forest”) approved renewals and amendments to the existing forms of severance agreements between Forest and each of the officers of Forest, including, among others, the Chief Executive Officer and other named executive officers. The Compensation Committee determined to allow the severance agreements, which are eligible for termination during the 30-day period starting on June 14, 2005, to continue for an additional 30 months. The agreements will again be eligible for termination during the 30-day period starting on December 14, 2007. The amendments include new covenants. In certain cases, as a condition to receiving severance payments as a result of an involuntary termination not related to a change of control, the executives will be required to sign a release that contains a covenant not to compete with Forest or solicit employees of Forest for a period of two years. The agreements were also amended to provide that, in all instances where a severance payment is made, the executive must execute a release of all claims against Forest and its representatives. In addition, the amendments make a number of non-substantive conforming changes to the agreements. The complete forms of amendments to severance agreements are attached hereto as Exhibits 10.1 (to be entered into with Messrs. Clark, Keyte, Colwell, Gurule, and Wurtzbacher), 10.2 (to be entered into with all other Senior Vice Presidents), 10.3 (to be entered into with a Vice President with an existing grandfathered form of VP severance agreement), and 10.4 (to be entered into with all other Vice Presidents).

Item 9.01. Financial Statements and Exhibits.

10.1		Form of Amendment for Grandfathered SVP Severance Agreement.

10.2		Form of Amendment for SVP Severance Agreement.

10.3		Form of Amendment for Grandfathered VP Severance Agreement.

10.4		Form of Amendment for VP Severance Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOREST OIL CORPORATION
		(Registrant)


Dated: June 10, 2005	By	/s/ CYRUS D. MARTER IV
		Cyrus D. Marter IV
		Vice President –
		General Counsel and Secretary

INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K

Exhibit		Description

10.1		Form of Amendment for Grandfathered SVP Severance Agreement.

10.2		Form of Amendment for SVP Severance Agreement.

10.3		Form of Amendment for Grandfathered VP Severance Agreement.

10.4		Form of Amendment for VP Severance Agreement.

EX-10.1 2 a05-10673_1ex10d1.htm EX-10.1

Exhibit 10.1

[Form of Amendment for Grandfathered SVP Severance Agreement]

AMENDMENT TO SEVERANCE AGREEMENT

THIS AMENDMENT TO SEVERANCE AGREEMENT (“Amendment”), dated effective as of June 8, 2005 (the “Effective Date”), is made by and between Forest Oil Corporation, a New York corporation (the “Company”), and (“Executive”).

WHEREAS, the Company and Executive have heretofore entered into that certain Severance Agreement dated , (the “Severance Agreement”);

WHEREAS, the Company has elected, subject to the amendments stated below, to extend the term of the Severance Agreement for an additional 30-month period past June 14, 2005, so that the Company will again have the opportunity to review and determine whether to extend the Severance Agreement during the 30-day period starting on December 14, 2007; and

WHEREAS, the Company and Executive desire to amend the Severance Agreement in certain respects;

NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set forth herein, the Company and Executive hereby agree, effective as of the Effective Date, that the Severance Agreement shall be amended as hereafter provided:

1. The “Witnesseth” section of the Severance Agreement shall be amended by adding the following new “whereas” provisions at the end of the existing “whereas” provisions:

“WHEREAS, Executive will receive and/or has received proprietary and confidential trade secret information of the Company; and

WHEREAS, Executive will serve and/or has served as an executive, management personnel, or officer of the Company;”

2. The first sentence of Paragraph 4 of the Severance Agreement shall be amended by adding the following phrase at the beginning of the sentence: “Subject to the provisions of Paragraph 7(i) hereof,”; with the remainder of the sentence remaining the same.

3. Paragraph 4(a) shall be amended by striking the phrase “last day of Executive’s employment with the Company” and in its place inserting the phrase “effective date of the release described in Paragraph 7(i) hereof.”

4. Paragraph 5 shall be amended by inserting immediately after the words “New York” the phrase “on a non-compounded basis.”

5. Paragraph 7(b) shall be amended by inserting immediately after the words “New York” the phrase “on a non-compounded basis.”

6. The title of Paragraph 7(i) shall be amended to read as follows: “Release and Covenant Not to Compete or Solicit for Payment under Paragraph 3 or 4.”

7. The first sentence of Paragraph 7(i) shall be amended by adding after the phrase “Paragraph 3” the following words: “or 4.”

8. The text of Paragraph 7(i) shall be amended by adding the following language to the end of the current text:

“In the event that Executive is to receive benefits under Paragraph 3, the release shall also contain a covenant obligating Executive, for a period lasting 2 years from the effective date of the release, (i) not to compete with the Company in or reasonably near all geographic areas in which Executive devoted efforts during the 2-year period immediately preceding his termination from the Company, as determined by the Company in its sole discretion, and (ii) not to solicit the employment of any employees of the Company without advance written consent of the Company, which consent may be withheld for any reason.”

9. This Amendment (a) shall supersede any prior agreement between the Company and Executive relating to the subject matter of this Amendment and (b) shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and all persons lawfully claiming under Executive.

10. As amended hereby, the Severance Agreement is specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment, effective as of the Effective Date.

	FOREST OIL CORPORATION


	By:



	EXECUTIVE

EX-10.2 3 a05-10673_1ex10d2.htm EX-10.2

Exhibit 10.2

[Form of Amendment for SVP Severance Agreement]

AMENDMENT TO SEVERANCE AGREEMENT

WHEREAS, the Company and Executive have heretofore entered into that certain Severance Agreement dated , (the “Severance Agreement”);

WHEREAS, the Company and Executive desire to amend the Severance Agreement in certain respects;

1. The “Witnesseth” section of the Severance Agreement shall be amended by adding the following new “whereas” provisions at the end of the existing “whereas” provisions:

“WHEREAS, Executive will receive and/or has received proprietary and confidential trade secret information of the Company; and

WHEREAS, Executive will serve and/or has served as an executive, management personnel, or officer of the Company;”

2. The first sentence of Paragraph 3 of the Severance Agreement shall be amended by adding the following phrase at the beginning of the sentence: “Subject to the provisions of Paragraph 6(i) hereof,”; with the remainder of the sentence remaining the same.

3. Paragraph 3(a) shall be amended by striking the phrase “last day of Executive’s employment with the Company” and in its place inserting the phrase “effective date of the release described in Paragraph 6(i) hereof.”

4. Paragraph 4 shall be amended by inserting immediately after the words “New York” the phrase “on a non-compounded basis.”

5. Paragraph 6(b) shall be amended by inserting immediately after the words “New York” the phrase “on a non-compounded basis.”

6. A new Paragraph 6(i), with following language, shall be inserted:

“(i) Release. As a condition to the receipt of any benefit under Paragraph 3 hereof, Executive shall first execute a release, in the form established by the Company, releasing the Company, its shareholders, partners, officers, directors, employees and agents from any and all claims and from any and all causes of action of any kind or character, including but not limited to all claims or causes of action arising out of Executive’s employment with the Company or the termination of such employment.”

7. Paragraphs 6(i) through 6(m) shall be renumbered 6(j) through 6(n), respectively.

8. This Amendment (a) shall supersede any prior agreement between the Company and Executive relating to the subject matter of this Amendment and (b) shall be binding upon and inure to the benefit of the parties hereto and any successors to the Company and all persons lawfully claiming under Executive.

9. As amended hereby, the Severance Agreement is specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment, effective as of the Effective Date.

	FOREST OIL CORPORATION


	By:



	EXECUTIVE

EX-10.3 4 a05-10673_1ex10d3.htm EX-10.3

Exhibit 10.3

[Form of Amendment for Grandfathered VP Severance Agreement]