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):  May 12, 2010

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.)
707 17th Street, Suite 3600, 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. below):

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

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

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

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

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On May 12, 2010, the shareholders of Forest Oil Corporation (“Forest’) approved Amendment Number 2 to Forest’s 2007 Stock Incentive Plan (the “2007 Plan Amendment”) to (i) add 4,000,000 shares available for issuance pursuant to awards under the plan, (ii) further restrict the ability of Forest to reprice or exchange underwater options or stock appreciation rights without shareholder approval, and (iii) provide that payments in connection with a corporate change are not triggered prior to the consummation of a transaction constituting such corporate change.

The foregoing is not a complete description of all of the terms and provisions of the 2007 Plan Amendment and is qualified in its entirety by reference to the full text of the 2007 Plan Amendment, a copy of which is attached as exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Securities Holders.

On May 12, 2010, Forest Oil Corporation (“Forest”) held its 2010 annual meeting of shareholders (the Annual Meeting”).  At the Annual Meeting, the shareholders of Forest voted on the following proposals:

(a)           Election of three Class I Directors;

(b)           Approval of the 2007 Plan Amendment; and

(c)           Ratification of the appointment of Ernst & Young LLP as Forest’s independent registered public accounting firm for the year ending December 31, 2010.

On the record date for the Annual Meeting, there were 112,436,665 shares issued, outstanding and entitled to vote.  Shareholders holding 98,782,587 shares were present at the meeting, in person or represented by proxy.   The results of the voting at the Annual Meeting were as follows:

Election of Directors

Director	Votes For	VotesWithheld
Loren K. Carroll	90,525,374	2,229,126
Patrick R. McDonald	91,849,695	904,805
Raymond I. Wilcox	91,847,299	907,201

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2007 Plan Amendment

Votes For	Votes Against	Abstentions
77,545,784	15,984,726	43,885

Ratification of Appointment of Independent Registered Public Accounting Firm

Votes For	Votes Against	Abstentions
98,678,439	67,424	36,724

Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits.
		Exhibit	Description
		10.1	Amendment No. 2 to the Forest Oil Corporation 2007 Stock Incentive Plan.

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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:	May 13, 2010	By	/S/Cyrus D. Marter IV
			Cyrus D. Marter IV
			Senior Vice President, General
			Counsel and Secretary

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

Exhibit	Description
10.1	Amendment No. 2 to the Forest Oil Corporation 2007 Stock Incentive Plan.

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO

FOREST OIL CORPORATION

2007 STOCK INCENTIVE PLAN

WHEREAS, Forest Oil Corporation(the “Company”) has heretofore adopted the Forest Oil Corporation 2007 Stock Incentive Plan (the “Plan”); and

WHEREAS, the Company desires to amend the Plan (i) to increase the maximum aggregate number of shares of the Company’s common stock available for issuance under the Plan, (ii) to further restrict the ability of the Company to reprice or exchange options or stock appreciation rights, and (iii) to prohibit payments in connection with a Corporate Change (as defined in the Plan) prior to the consummation of the transaction constituting the Corporate Change (collectively, the “Amendment”); and

WHEREAS, the Company is seeking shareholder approval of the Amendment, as set forth in the Company’s Proxy Statement for the Annual Meeting of Shareholders scheduled for May 12, 2010;

NOW, THEREFORE, the Plan shall be amended as follows, provided that such amendments shall not be effective until the date of approval of the Company’s shareholders:

1.             The first sentence of Paragraph V(a) of the Plan shall be deleted and replaced in its entirety with the following:

“Subject to adjustment in the same manner as provided in Paragraph XI with respect to shares of Common Stock subject to Options then outstanding, the aggregate maximum number of shares of Common Stock that may be issued under the Plan, and the aggregate maximum number of shares of Common Stock that may be issued under the Plan through Incentive Stock Options, shall not exceed 6,700,000.”

2.             The proviso at the end of the last sentence of Paragraph VII(d) of the Plan shall be deleted and replaced in its entirety with the following:

“provided, however, that, except as provided in Paragraph XI, the Committee may not, without approval of the shareholders of the Company, amend any outstanding Option or Stock Appreciation Right to lower the purchase or exercise price of the underlying Option or Stock Appreciation Right, or cancel, replace or exchange any outstanding Option or Stock Appreciation Right for (x) cash, (y) another Award  other than an Option, or (z) an Option or Stock Appreciation Right having a lower purchase or exercise price than the purchase or exercise price of the original Option or Stock Appreciation Right.”

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3.     The second sentence of Paragraph XI(c) shall be deleted and replaced in its entirety with the following:

“If (i) the Company shall not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity), (ii) the Company sells, leases, or exchanges or agrees to sell, lease, or exchange all or substantially all of its assets to any other person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as contemplated by section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 40% of the outstanding shares of the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of Directors, the persons who were Directors of the Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate Change”), then  (x) no earlier than effective as of the consummation by the Company of such merger, consolidation, reorganization, sale, lease, or exchange of assets or dissolution or such election of Directors or (y) no later than 30 days after a Corporate Change of the type described in clause (iv), the Committee, acting in its sole discretion without the consent or approval of any Participant, shall effect one or more of the following alternatives in an equitable and appropriate manner to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, which alternatives may vary among individual Participants and which may vary among Options or Stock Appreciation Rights held by any individual Participant:  (1) accelerate the time at which Options or Stock Appreciation Rights then outstanding may be exercised so that such Awards may be exercised in full for a limited period of time on or before a specified date fixed by the Committee, after which specified date all such unexercised Awards and all rights of Participants thereunder shall terminate, (2) require the mandatory surrender to the Company by all or selected Participants of some or all of the outstanding Options or Stock Appreciation Rights held by such Participants (irrespective of whether such Awards are then exercisable under the provisions of the Plan) as of a date specified by the Committee, in which event the Committee shall thereupon cancel such Awards and the Company shall pay (or cause to be paid) to each Participant an amount of cash per share equal to the excess, if any, of the amount calculated in Subparagraph (d) below (the “Change of Control Value”) of the shares subject to such Awards over the exercise price(s) under such Awards for such shares, or (3) make such adjustments to Options or Stock Appreciation Rights then outstanding as the Committee deems appropriate to reflect such Corporate Change and to prevent the dilution or enlargement of rights (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to such Awards then outstanding), including, without limitation, adjusting such an Award to provide that the number and class of shares of Common Stock covered by such Award shall be adjusted so that such Award shall thereafter cover securities of the surviving or acquiring corporation or other property (including, without limitation, cash) as determined by the Committee in its sole discretion.”

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IN WITNESS WHEREOF, the undersigned, acting pursuant to authority granted to him by the Board of Directors and shareholders of the Company, has caused this Amendment No. 2 to Forest Oil Corporation 2007 Stock Incentive Plan to be executed this 12th day of May, 2010.

FOREST OIL CORPORATION
By:	/S/Cyrus D. Marter IV
	Cyrus D. Marter IV
	Vice President, General Counsel &
	Secretary

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