**Exhibit 10.59**

 

**CHANGEOF CONTROL AGREEMENT**

 

ThisChange of Control Agreement made as of the 29th day of February, 2008.

 

**BETWEEN:**

 

**NEXEN INC.**

 

(hereinafterreferred to as the “Corporation”)

 

- and -

 

**BRIAN REINSBOROUGH**

 

(hereinafterreferred to as the “Executive”)

 

**RECITALS:**

 

**1.**                                       The Executive, as Senior VicePresident — US Oil and Gas of the Corporation,****isconsidered by the Board to be an essential officer and employee of theCorporation, who is integral to the operation and development of theCorporation, has acquired outstanding skills and unique experience andpossesses an extensive background in, and knowledge of, the Corporation’sbusiness, operations and the industry in which it is engaged.

 

**2.**                                       In the event of a Change ofControl, there is a possibility that the employment of the Executive would beterminated without just cause or adversely modified and the Executive hasexpressed concern in that regard to the Corporation.

 

**3.**                                       The Board recognizes that itis essential and in the best interests of the Corporation and its shareholdersthat the Corporation retain the continued dedication of the Executive to theExecutive’s office and the Executive’s employment during the uncertain periodprior to, during and following a Change of Control.

 

**4.**                                       The Board further believesthat the past service of the Executive and the Executive’s integral role in thedevelopment and operation of the Corporation requires that the Corporationensure that in the event of a Change of Control the Executive is treated in amanner that is fair, reasonable, consistent with industry standards and in thebest interests of the Corporation.

 

5.                                       The Corporation and theExecutive wish formally to agree on the terms and conditions which will governthe termination or modification of the employment of the Executive following aChange of Control.

 

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**NOWTHEREFORE**,in consideration of the mutual covenants and agreements set forth in thisAgreement and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged by the Parties, the Parties agreeas follows:

 

**ARTICLE 1**

**DEFINITIONS**

** **

1.1                                 For the purposes of this Agreement, thefollowing terms mean as follows:

 

(a)                                  **“Acting Jointly or in Concert”** for the purposes of this Agreement, aPerson is acting jointly or in concert with another Person if such Person hasany agreement, arrangement or understanding (whether formal or informal andwhether or not in writing) with such other Person for the purpose of acquiring,offering to acquire, or voting any Common Shares of the Corporation (other thancustomary agreements with and between underwriters and banking group or sellinggroup members with respect to a distribution of securities by way of prospectusor private placement or pursuant to a pledge of securities in the ordinarycourse of business).

 

(b)                                 **“Affiliate”** and **“Associate”**have the meaning ascribed to such terms in National Instrument 45-106 forpurposes of Section 1.1(f); provided, however, that for all other purposesof this Agreement, as well as Schedule A and the Final Release attached to thisAgreement, **“Affiliate”** and **“Associate”** shall mean any individual, corporation,partnership, trust, unincorporated organization, association, or other businessentity that, directly or indirectly through one or more intermediaries, isunder common control with the specified person or entity; and provided further,that “**ERISA Affiliate**” means any corporationor trade or business that is considered to be a single employer with thespecified person or entity under section 414(b) or 414(c) of the U.S.Internal Revenue Code of 1986, as amended.

 

(c)                                  **“Agreement”** means this change of control agreementas it may be amended, restated or supplemented from time to time, and theexpressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby”, and similarexpressions refer to this Agreement and, unless otherwise indicated, refer toArticles or Sections in this Agreement only.

 

(d)                                 **“Annual Base Salary”** means the annual base salary of theExecutive payable by the Corporation or an Affiliate of the Corporation at theend of the month immediately preceding the Date of Termination.

 

(e)                                  **“Annual Target Bonus”** means the Executive’s annual targetbonus under the annual bonus program of the Corporation or an Affiliate of theCorporation, as determined by the Board to be in effect for the calendar yearin which a Change of Control occurs.

 

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(f)                                    **“Beneficial Owner”** for the purposes of this Agreement, aPerson shall be deemed to be the **“Beneficial Owner”**and to have **“Beneficial Ownership”** of and to **“Beneficially Own”**:

 

(i)                                     any securities as to which such Person orany of such Person’s Affiliates or Associates is the owner at law or in equity;

 

(ii)                                  any securities as to which such Person orany of such Person’s Affiliates or Associates has a right to acquire (i) uponthe exercise of any Convertible Securities or (ii) pursuant to anyagreement, arrangement or understanding, whether such right is exercisableimmediately or within a period of sixty (60) days thereafter and whether or noton condition or the happening of any contingency, (other than (a) customaryagreements with and between underwriters and banking group and selling groupmembers with respect to the distribution to the public or pursuant to a privateplacement of securities, or (b) pursuant to a pledge of securities in theordinary course of business); and

 

(iii)                               any securities which are Beneficially Owned within themeaning of clauses (i) or (ii) above by any other Person with whichsuch Person is Acting Jointly or in Concert,

 

provided, however, that a Person shall not be deemedthe “Beneficial Owner” or to have “Beneficial Ownership” of or to “BeneficiallyOwn” any security where such Person is the registered holder of securities as aresult of carrying on the business of or acting as nominee for a securitiesdepository.

 

For purposes of this Agreement, thepercentage of Common Shares Beneficially Owned by any Person, shall be and bedeemed to be the product determined by the formula:

 

100 x A/B

 

Where:

 

**A** =                            the number of votes for the election of alldirectors generally attaching to the Common Shares Beneficially Owned by suchPerson; and

 

**B** =                              the number of votes for theelection of all directors generally attaching to all outstanding Common Shares.

 

For the purposes of the foregoing formula, where aPerson Beneficially Owns unissued Common Shares which may be acquired pursuantto Convertible Securities, such Common Shares shall be deemed to be outstandingfor the purpose of calculating the percentage of Common Shares BeneficiallyOwned by such Person in both the numerator and the denominator, but no otherunissued Common Shares which may be acquired pursuant to any other outstanding

 

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Convertible Securities shall, for the purposes of thatcalculation, be deemed to be outstanding.

 

(g)                                 **“Board”** means the Board of Directors of theCorporation as constituted from time to time.

 

(h)                                 **“CBCA”** means the *CanadaBusiness Corporations Act*, as amended from time to time, and anysuccessor legislation thereto.

 

(i)                                     **“Change of Control”** means the occurrence of any of:

 

(i)                                     the purchase or acquisition of any CommonShares or Convertible Securities by a Beneficial Owner which results in theBeneficial Owner owning, or exercising control or direction over, Common Sharesor Convertible Securities such that, assuming only the conversion ofConvertible Securities Beneficially Owned or over which control or direction isexercised by the Beneficial Owner, the Beneficial Owner would own, or exercisecontrol or direction over, Common Shares carrying the right to cast more thanthirty-five percent (35%) of the votes attaching to all Common Shares; or

 

(ii)                                  the substantial completion of: (i) theliquidation, dissolution or winding-up of the Corporation; or (ii) thesale, lease or other disposition of all or substantially all of the assets ofthe Corporation; or

 

(iii)                               a situation in which individuals who weremembers of the Board immediately prior to:

 

(A)                              a meeting of the shareholders of theCorporation involving a contest for, or an item of business relating to, theelection of directors; or

 

(B)                                an amalgamation, arrangement, merger orother consolidation or combination of the Corporation with another Person,

 

shall not constitute a majority of the Board followingsuch election or transaction; or

 

(iv)                              the completion of any transaction or aseries of transactions which would have the same or similar effect as anytransaction or series of transactions referred to in paragraphs (i), (ii) or(iii) above; or

 

(v)                                 a determination by the Board that, forpurposes of this Agreement, a Change of Control has occurred or is imminent.

 

(j)                                     **“Common Shares”** means the common shares of theCorporation.

 

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(k)                                  **“Convertible Securities”** means:

 

(i)                                     any right (contractual or otherwise andregardless of whether such right constitutes a security) to acquire CommonShares from the Corporation; or

 

(ii)                                  any security issued by the Corporationfrom time to time (other than the rights issued pursuant to a shareholders’rights protection plan, if any) carrying any exercise, conversion or exchangeright,

 

which is then exercisable or exercisable within aperiod of sixty (60) days from that time pursuant to which the holder thereofmay acquire Common Shares or other securities which are convertible into orexercisable or exchangeable for Common Shares (in each case, whether such rightis then exercisable or exercisable within a period of sixty (60) days from thattime and whether or not on condition or the happening of any contingency).

 

(l)                                     **“Date of Termination”** means the date upon which the Executive’semployment terminates pursuant to Section 4.1, 5.1 or 6.1.

 

(m)                               **“Disability”** means and shall be deemed to occur when (i) theExecutive receives benefits under a long term disability plan maintained by theCorporation or an Affiliate of the Corporation; or (ii) the Corporation’sBoard of Directors, upon the written report of a qualified physician designatedby the Corporation and the Executive (or his spouse or representative in theevent the Executive is incapacitated), shall have determined (after a completephysical examination of the Executive at any time after he has been absent fora period of at least 180 consecutive calendar days or 180 total days in anyone-year period) that the Executive has become physically or mentally incapableof performing his essential job functions with or without reasonableaccommodation as required by law.

 

(n)                                 **“Effective Date”** means the date upon which a Change ofControl occurs.

 

(o)                                 **“Employment Benefits”** means the employment benefits to whichthe Executive is entitled by virtue of any written, oral or implied agreementwith the Corporation or its Affiliate. For the purposes of this Agreement, “Employment Benefits” shall include,but is not limited to, the following:

 

(i)            the Executive’s entitlement to any dentalor general medical care;

 

(ii)           the Executive’s entitlement to receivelong term disability benefits from the insurance carrier normally utilized bythe Corporation or its Affiliate;

 

(iii)          the Executive’s entitlement to pensionbenefits under the terms of any pension plan with the Corporation or itsAffiliate;

 

(iv)          the Executive’s entitlement to a monthlycar allowance from the Corporation or its Affiliate;

 

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(v)                                 the Executive’s entitlement to employercontributions to the savings plan maintained by the Corporation or itsAffiliate;

 

(vi)                              the Executive’s entitlement to receivefinancial counseling services, at a cost of $10,500 per year (or asthe same may be increased from time to time by the Corporation or itsAffiliate); and

 

(vii)                           the Executive’s entitlement to receive securitymonitoring services at the Executive’s personal residence.

 

(p)                                 **“Good Reason”** means any of the following, unless theExecutive shall have given the Executive’s express written consent thereto:

 

(i)                                     Duties.  A materialdiminution in the Executive’s authority, duties or responsibilities from those ineffect immediately prior to a Change of Control.

 

(ii)                                  Base Salary. A material diminution in the Executive’s Monthly Base Salary or as thesame may be increased after the Effective Date from time to time.

 

(iii)                               Relocation.  A materialchange in the geographic location at which the Executive must perform servicesfrom where the Executive is based at the time of a Change of Control, notincluding reasonable business travel.

 

(iv)                              Breach.  Any otheraction or inaction that constitutes a material breach by the Corporation ofthis Agreement.

 

(q)                                 **“Incentive Compensation Plan”** means any bonus or incentivecompensation plan of the Corporation or its Affiliate in which the Executive isentitled to receive benefits in the month immediately preceding a Change of Control.

 

(r)                                    **“Just Cause”** means:

 

(i)                                     the failure by the Executive tosubstantially perform the Executive’s duties according to the terms of theExecutive’s employment in existence immediately prior to a Change of Controlafter the Corporation has given the Executive notice of such failure and a30-day opportunity to correct it; or

 

(ii)                                  where the Executive engages in anycriminal act or dishonesty resulting or intended to result, directly orindirectly, in the personal gain of the Executive at the expense of theCorporation or its Affiliate.

 

(s)                                  **“Monthly Base Salary”** means the monthly salary payable to theExecutive by the Corporation or its Affiliate in effect at the end of the monthimmediately preceding the Effective Date.

 

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(t)                                    **“Parties”** means the Corporation, and itssuccessors and permitted assigns, and the Executive and the Executive’s heirs,executors and administrators and “**Party**” meanseither one of them.

 

(u)                                 **“Person”** includes an individual, partnership,association, body corporate, trustee, executor, administrator, legalrepresentative and any national, provincial, state or municipal government orany agency thereof.

 

(v)                                 **“Severance Period”** means the twenty-four (24) month periodimmediately following the Date of Termination.

 

(w)                               **“Stock Option Plan”** means any stock option plan or plans ofthe Corporation pursuant to which the Executive is granted options by theCorporation to acquire Common Shares.

 

(x)                                   **“Subsidiary”** means any corporation, partnership,trust, unincorporated organization, association, or other business entity that,directly or indirectly through one or more intermediaries, is controlled by thespecified person or entity.

 

(y)                                 **“Term”** has the meaning referred to in Section 3.1.

 

**ARTICLE 2**

**SCOPEOF AGREEMENT**

** **

2.1                                 The Parties intend that this Agreementsets out their respective rights and obligations upon the occurrence of aChange of Control.  Other than expresslyprovided for in this Agreement, this Agreement does not provide for any otherterms of the Executive’s employment with the Corporation or its Affiliates,does not guarantee that the Executive shall be employed by the Corporation orits Affiliates for any specific term, and shall create no rights or obligationsof the Parties prior to, or in circumstances other than, a Change of Control orbeyond the Term.  Nothing in thisAgreement shall require the Corporation to enter into any transaction resultingin any Change of Control.

 

2.2                                 This Agreement shall automaticallyterminate and have no further force or effect upon the termination of theExecutive’s employment with the Corporation and its Affiliates on account ofthe death or the Disability of the Executive. In the event of the termination of Executive’s employment on account ofdeath or the Disability of the Executive, the Executive (or the Executive’sestate) shall be entitled to receive from the Corporation or its Affiliates allaccrued and earned unpaid Annual Base Salary and reasonable business expenses,and accrued and earned unpaid vacation pay up to and including the date of thetermination of Executive’s employment on account of death or the Disability ofthe Executive, and the Corporation shall have no further obligations to theExecutive or the Executive’s estate under this Agreement.

 

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**ARTICLE 3**

**TERMOF AGREEMENT; CHANGE OF CONTROL**

** **

3.1                                 Subject to earlier termination of thisAgreement according to the terms of this Agreement, this Agreement shall remainin effect for a period concluding twelve (12) months following the EffectiveDate (the “Term”), at which time this Agreement shall terminate; providedhowever that the payment of compensation and benefits to the Executive underthis Agreement shall continue beyond the end of the Term in accordance with theapplicable provisions of this Agreement. Notwithstanding any other provision in this Agreement to the contrary, (a) theCorporation shall have the unilateral right to terminate this Agreement at anytime during the Executive’s employment with the Corporation and its Affiliatesand before a Change of Control by providing at least twelve (12) months’advance notice to the Executive; (b) this Agreement shall immediatelyterminate and have no further force or effect if (i) the Executive ceasesto be an officer of the Corporation at any time before a Change of Control; or (ii) theExecutive’s employment with the Corporation is terminated by either Party forany reason before a Change of Control.

 

3.2                                 Upon the Effective Date and continuingduring the Term, the Corporation agrees that:

 

(a)                                  the Corporation shall, or shall cause itsSubsidiaries to, continue in effect any incentive compensation plan in whichthe Executive participates, including, but not limited to, the Incentive CompensationPlan and the Stock Option Plan and any other similar plans, at the time of aChange of Control, unless the Executive is eligible to participate in, and isentitled to the opportunity to receive a comparable level of benefits under, anongoing, substitute or alternative plan (it being understood that the manner ormethod of payment and the form of consideration need not be the same as existedin the original plans); and the Corporation shall, or shall cause itsSubsidiaries to, continue the Executive’s participation therein on at least asfavorable a basis, both in terms of the amount of benefits available to theExecutive and the level of the Executive’s participation relative to otherparticipants, as existed at the time a Change of Control occurs;

 

(b)                                 the Corporation shall, or shall cause itsSubsidiaries to, continue to provide the Executive with Employment Benefits atleast as favorable on an aggregate basis as those enjoyed by the Executiveimmediately prior to a Change of Control, including any pension plan, benefitplan or any retirement arrangement established for the Executive, or any of theCorporation’s or its Affiliate’s life insurance, medical, health and accident,disability or savings plans in which the Executive was participating at thetime a Change of Control occurs; the Corporation shall not, and shall cause itsSubsidiaries to not, directly or indirectly materially reduce any such benefitsor deprive the Executive of any material perquisite enjoyed by the Executive atthe time a Change of Control occurs, including, without limitation and to theextent applicable, the use of a car, secretarial services, office space,telephones, computer facilities, expense reimbursement, financial counseling,and professional fees and club dues reimbursement, and the Corporation shall,or shall cause its Subsidiaries to,

 

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provide the Executive with the number of paid vacation days to whichthe Executive is entitled in accordance with the normal vacation practice ineffect at the time a Change of Control occurs.

 

**ARTICLE 4**

**TERMINATIONFOR JUST CAUSE OR FOR OTHER THAN GOOD REASON**

** **

4.1                                 If the Executive’s employment isterminated for Just Cause, or is terminated by the Executive, other than forGood Reason, following a Change of Control, the Corporation shall (or shallcause its Affiliates to) within 30 days of the Date of Termination, pay to theExecutive, if not already paid, all accrued and earned but unpaid Annual BaseSalary and reasonable business expenses, and accrued and earned unpaid vacationpay up to and including the Date of Termination, and thereafter, theCorporation shall have no further obligations to the Executive under thisAgreement.  The Executive shall not bedeemed to have terminated employment with the Corporation following a Change ofControl for purposes of this Section 4.1 unless and until the Executivehas separated from service with the Corporation and all ERISA Affiliates of theCorporation.

 

4.2                                 Nothing in this Agreement shall serve toderogate from the vested rights of the Executive to pension benefits, StockOption Plans or any other Employment Benefits to which the Executive isentitled up to the Date of Termination.

 

**ARTICLE 5**

**TERMINATIONBY CORPORATION**

** **

5.1                                 If the Executive’s employment isterminated by the Corporation within the twelve (12) month period following theEffective Date for reasons other than Just Cause, death or Disability, theCorporation shall (or shall cause its Affiliates to) pay to the Executive theremuneration referred to in Article 7. The Executive’s employment with the Corporation shall not be deemed tohave terminated for purposes of this Section 5.1 unless and until theExecutive has separated from service with the Corporation and all ERISA Affiliatesof the Corporation.

 

**ARTICLE 6**

**TERMINATIONFOR GOOD REASON**

 

6.1                                 In the event of a Change of Control, theExecutive may terminate his employment with the Corporation for Good Reason;provided, however, that the Executive will not be treated as having a terminationof employment for Good Reason unless (i) the condition giving rise to GoodReason occurs after the Change of Control and during the Term of the Agreement,(ii) the Executive gives notice to the Corporation in writing or othermedium acceptable to the Corporation of the existence of the condition withinthe period ending 30 days after the initial existence of the condition, (iii) thecondition giving rise to Good Reason is not remedied by the Corporation or itsAffiliates within the 30-day period following receipt of such notice, and (iv) theExecutive’s termination of employment occurs within 14 days after theexpiration of such 30-day remedy period; and, provided further, that theExecutive shall not be deemed to have terminated

 

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employment with the Corporation for purposes of this Section 6.1unless and until the Executive has separated from service with the Corporationand all ERISA Affiliates of the Corporation. Any termination of employment for Good Reason satisfying theseconditions shall be deemed to have been effective within the Term for purposesof this Agreement.  Upon such terminationfor Good Reason, the Corporation shall (or shall cause its Affiliates to) payto the Executive the remuneration referred to in Article 7.

 

**ARTICLE 7**

**COMPENSATIONUPON TERMINATION**

** **

7.1                                 If the Executive’s employment isterminated in accordance with Section 5.1 or 6.1:

 

(a)                                  The Corporation shall (or shall cause itsAffiliates to) forthwith, but in any event within ten (10) business daysfrom receipt by the Corporation of a Release executed by the Executive anddelivered to the Corporation no later than forty-five (45) days following theDate of Termination (and not revoked during the permitted seven (7)-day revocationperiod) in the form of Schedule “A”, pay to the Executive:

 

(i)                                     if not previously paid, that portion ofthe Executive’s accrued and earned but unpaid Annual Base Salary, any accruedand earned but unpaid bonus to which the Executive is entitled for thepreceding calendar year under any Incentive Compensation Plan, all unpaidreasonable business expenses and all accrued but unused vacation pay earned orpayable to the Executive by the Corporation or its Affiliates for the periodfrom the beginning of the Corporation’s then current fiscal year, up to andincluding the Date of Termination;

 

(ii)                                  a lump sum payment equal to the Executive’sMonthly Base Salary and one-twelfth (1/12) of the Executive’s Annual TargetBonus for each month of the Severance Period;

 

(iii)                               a lump sum payment equal to thirteenpercent (13%) of the Executive’s Monthly Base Salary for each month of theSeverance Period representing the value of group health and welfare benefitsfor the Severance Period;

 

(iv)                              a lump sum payment equal to 24 times thevalue of the Executive’s monthly car allowance in effect immediately before aChange of Control;

 

(v)                                 a lump sum payment representing (A) thevalue of the employer contributions to the Nexen Pension Plan, or other pensionplan maintained by the Corporation or its Affiliate covering the Executive asof the Effective Date, (the “Pension Plan”) for the Severance Period calculatedby reference to the contribution formula and other provisions relevant to thecalculation of contributions in effect under the Pension Plan immediately priorto the Effective Date and determining the Executive’s compensation for suchpurpose by reference to his Monthly Base Salary

 

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and Annual Target Bonus and other items ofcompensation as in effect immediately prior to the Effective Date, plus (B) therelated employer pension restoration contributions to the Nexen RestorationPlan, or other similar excess benefit plan maintained by the Corporation or itsAffiliate covering the Executive as of the Effective Date, for the SeverancePeriod based on the employer’s practice, if any, of making such contributionsas in effect for the plan year ending immediately prior to the Effective Date;

 

(vi)                              a lump sum payment of $10,500representing the value of the Executive’s entitlement to receive financialcounseling services in respect of the Severance Period;

 

(vii)                           a lump sum payment equal to 24 times themonthly value of the Executive’s employer provided security monitoring servicesat the Executive’s personal residence as in effect immediately preceding theEffective Date;

 

(viii)                        a lump sumpayment representing the value of the employer matching contributions to theNexen Savings Plan, or other tax-qualified savings plan maintained by the Corporation orits Affiliate covering the Executive as of the Effective Date, and relatedmatching contributions to the Nexen Restoration Plan, or other similar excess benefit planmaintained by the Corporation or its Affiliate covering the Executive as of theEffective Date, for the Severance Period, calculated at the samelevel of pay, and the Executive’s actual contribution rate and matchingcontribution rate in effect under said plans in respect of the Executiveimmediately prior to the Date of Termination;

 

(ix)                              a lump sumpayment of $25,000 representing the value of executive outplacement counseling;and

 

(x)                                 where theExecutive has been relocated at the request of the Corporation or its Affiliatewithin the two (2) year period immediately prior to the Effective Date, alump sum payment of $50,000 representing the estimated cost of relocatingExecutive back to the Executive’s prior location.

 

7.2                               The estimated value as of January 31,2008 of Sections 7.l(a)(ii) to 7.1(a)(x) are set out in Schedule “B”.  Schedule “B” provides estimated valuesonly and actual values shall be calculated in accordance with this Agreement atthe time of entitlement or payment under this Agreement.

 

7.3                               If the Executive’s employment isterminated in the circumstances described in Section 5.1 or 6.1 after aChange of Control, the remuneration and benefits payable under this Article 7shall not be reduced if the Executive obtains subsequent employment.

 

7.4                               Unless expressly provided otherwise inthis Agreement, all payments to be made to the Executive under this Article 7shall be subject to applicable withholdings and deductions.

 

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**ARTICLE 8**

**CONFIDENTIALINFORMATION**

** **

8.1                               If the Executive’s employment isterminated in any manner whatsoever due to or following a Change of Control,the Executive agrees to keep confidential and not to disclose to any thirdparty all information of a confidential or proprietary nature concerning the Corporation,its Affiliates, Associates and Subsidiaries and their respective operations,opportunities, areas of present, past or future interests, assets, finances,technology, intellectual property, business and affairs, and further agrees notto use such information, data or technology for personal advantage or toadvantage any third party, provided that nothing herein shall prevent thedisclosure of information which is publicly available or which is required tobe disclosed by the Executive under appropriate statute, rules of law orlegal process.  For purposes of thisAgreement, information of a confidential or proprietary nature concerning theCorporation, its Affiliates, Associates and Subsidiaries shall include withoutlimitation financial information, such as earnings, assets, debts, prices,pricing structures, volume of purchases or sales or other financial data;compilations of information, records, specifications and various geologicaldata, geological information, seismic data, maps, core samples, logs,engineering data, computer programs and other similar data; informationdisclosed to the Executive or known by the Executive as a consequence of orthrough the Executive’s employment by the Corporation, its Affiliates,Associates and Subsidiaries, not generally known in the industry in whichCorporation, its Affiliates, Associates and Subsidiaries, are or may becomeengaged, about processes, services and activities, including, withoutlimitations, information relating to accounting, engineering and marketing:proprietary data and technological information; sales forecasts or results ofmarketing efforts or information about impending transactions; personnelinformation, such as medical histories, compensation, or other terms ofemployment, actual or proposed promotions, qualifications, performances,hirings, resignations, disciplinary actions, terminations or reasons therefor,or other employee personal information; customer information; software,manuals, handbooks, files, patents, copyrights, trademarks, financial data,business prospects, and business information regarding the business operationsor future plans of the Corporation, its Affiliates, Associates andSubsidiaries,; trade secrets as defined by applicable law; and all otherinformation owned and used by the Corporation, its Affiliates, Associates andSubsidiaries that is not generally known to the public and that allows them anopportunity to obtain an advantage over competitors.  The Executive’s obligations concerningconfidential or proprietary information under this Agreement shall supplement,rather than supplant, any obligations the Executive owes to the Corporation,its Affiliates, Associates and Subsidiaries under any contract or applicablepolicy.

 

**ARTICLE 9**

**RIGHTSAND OBLIGATIONS OF EXECUTIVE UPON TERMINATION**

** **

9.1                               Subject to Section 8.1, theExecutive shall not be prohibited from obtaining subsequent employment with orotherwise forming or participating in a business competitive to the business ofthe Corporation or its Affiliates after the termination of the Executive’s 

 

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employment with the Corporation and itsAffiliates.  During the Executive’semployment with the Corporation and its Affiliates and for twelve (12) monthsafter the termination of his employment with the Corporation and itsAffiliates, regardless of the reason for such termination, he shall notdirectly or indirectly, on behalf of himself or any other Person, solicit,induce, communicate with about employment, hire, or otherwise engage as anemployee, independent contractor, subcontractor, or otherwise, any person whois an employee, independent contractor, or subcontractor of the Corporation orits Affiliates or was an employee, independent contractor, or subcontractor ofthe Corporation or its Affiliates during the final year of the Executive’semployment with the Corporation and its Affiliates.

 

9.2                               Upon the termination of the Executive’semployment for any reason, the Executive shall tender the Executive’s resignationfrom any position the Executive may hold as an officer or director of theCorporation, or any of its Affiliates, Associates or Subsidiaries.

 

9.3                               If the Executive’s employment isterminated in the circumstances described in Section 5.1 or 6.1, the Corporationshall (or shall cause its Affiliates to) continue to purchase and maintain, tothe extent available in the marketplace at reasonable cost, on behalf of theExecutive, director and officer liability insurance for the applicablelimitation period following the date upon which the Executive ceases to serveas a director or officer of the Corporation or its Affiliates, and theExecutive’s existing agreement to receive indemnity from the Corporation andits Affiliates for acts taken by the Executive in the Executive’s capacity asan officer of the Corporation and its Affiliates shall remain in effect.

 

9.4                               If either Party breaches this Agreement,or if a dispute arises between the Parties based on or involving thisAgreement, the Party that enforces its rights under this Agreement against thebreaching party, or that prevails in the resolution of such dispute, isentitled to recover from the other party its reasonable attorneys’ fees, courtcosts, and expenses incurred in enforcing such rights or resolving suchdispute.

 

**ARTICLE 10**

**JURY-TRIALWAIVER**

** **

10.1                        **NOTWITHSTANDING ANY OTHERPROVISION IN THIS AGREEMENT TO THE CONTRARY, THE EXECUTIVE SHALL, AND HEREBYDOES, IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE,CONTROVERSY, CLAIM, OR CAUSE OF ACTION AGAINST THE CORPORATION, OR ANYAFFILIATE OR ANY SUBSIDIARY OF THE CORPORATION, INCLUDING WITHOUT LIMITATIONANY DISPUTE, CONTROVERSY, CLAIM, OR CAUSE OF ACTION ARISING OUT OF OR RELATINGTO THE EXECUTIVE’S EMPLOYMENT WITH THE CORPORATION OR ANY AFFILIATE OF THECORPORATION, THE TERMINATION OF THAT EMPLOYMENT, OR THIS AGREEMENT (EITHERALLEGED BREACH OR ENFORCEMENT).**

 

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**ARTICLE 11**

**GENERAL**

** **

11.1                        The headings of the Articles andparagraphs in this Agreement are inserted for convenience only and shall notaffect the meaning or construction of this Agreement.

 

11.2                        This Agreement shall be construed andinterpreted in accordance with the laws of the State of Texas.

 

11.3                        If any provision of this Agreement isdetermined to be void or unenforceable in whole or in part, it shall be and bedeemed to be severed from this Agreement without affecting or impairing thevalidity of any other provision herein; provided, however, that if any suchprovision may be made enforceable by limitation thereof, then such provisionshall be deemed to be so limited and shall be enforceable to the maximum extentpermitted by applicable law.

 

11.4                        Any notice required or permitted to begiven under this Agreement shall be in writing and shall be properly given ifdelivered, by hand delivery or mail or other form of electronic communicationcapable of transmission confirmation, to the following address:

 

**a.**                                      in the case of the Corporationto:

 

Nexen Inc.

801 7th Avenue S.W.

Calgary, AB  T2P3P7

 

Attention:     GeneralManager - Compensation and Benefits 

 

**b.**                                      in the case of the Executiveto:

 

the last address of the Executive in the records ofthe Corporation or to such other address as the Parties may from time to timespecify by notice given in accordance herewith.

 

11.5                        This Agreement shall enure to the benefitof and be binding upon the Executive and the Executive’s heirs, executors andadministrators and upon the Corporation and its successors and assigns.  The parties acknowledge and agree that theExecutive’s rights under this Agreement are personal to the Executive and shallnot be assigned to any person or entity without prior written consent from theCorporation.

 

11.6                        This Agreement constitutes the entireagreement relating to the respective rights and obligations of the Parties uponthe occurrence of a Change of Control and supersedes all prior agreements andunderstandings, both written and oral, between the parties with respect tothese subject matters.  No amendment orwaiver of this Agreement shall be binding unless executed in writing by theParties.  In entering into thisAgreement, the Executive is not relying on any written or oral statements,promises, or representations of the Corporation, or their representativesconcerning this Agreement other than contained in this Agreement.

 

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11.7                        The Parties agree that the rights,entitlements and benefits set out in this Agreement to be paid to the Executiveupon a Change of Control shall be in full satisfaction of all rights of theExecutive under applicable law in effect from time to time as a result thereof.

 

11.8                        Neither Party can waive or shall bedeemed to have waived any right it has under this Agreement except to theextent that such waiver is in writing.

 

The Parties have executed this Agreement effective thedate first written above.

 

 
| ** **                              |   | **NEXEN INC.**         |
|-----------------------------------------|--------|------------------------|
| ** **                              |   |                   |   |
| ** **                              |   |                   |   |
| ** **                              |   | Per:                   | (signed) |
| ** **                              |   |                   |   |
| ** **                              |   |                   |   |
| ** **                              |   | Per:                   | (signed) |
| ** **                              |   |                   |   |
| ** **                              |   |                   |   |
| **SIGNED, SEALED & DELIVERED** |   |                   |   |
| in the presence of                      |   |                   |   |
| ** **                              |   |                   |   |
| ** **                              |   |                   |   |
| (signed)                                |   | (signed)               |
| **WITNESS**                             |   | **BRIAN REINSBOROUGH** |

 

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**SCHEDULE“A”**

 

**CHANGEOF CONTROL AGREEMENT**

 

In order to receive the entitlements referred to inthis Agreement, the Executive shall execute the attached Release.

 

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**FINALRELEASE**

 

**KNOWALL MEN BY THESE PRESENTS** that I, **BRIAN REINSBOROUGH**,in consideration of the amounts and other consideration provided in thatcertain Change of Control Agreement (the “Agreement”) dated as of the ____day of February, 2008 between myself and **NEXEN INC.** (the “Corporation”) andfor other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, do for myself, my executors and assigns hereby remise,release and forever discharge to the maximum extent permitted by applicable lawthe Corporation, and any associated, affiliated, predecessor, parent, orsubsidiary corporation or other business entity of the Corporation and theirpresent and former directors, officers, agents, employees, representatives,owners, members, managers, shareholders, partners, fiduciaries, trustees,employee benefit plans, insurers, or attorneys (the “Releasees”),including each of their respective successors, heirs, administrators andassigns, from all manner of actions, causes of action, debts, obligations,covenants, claims or demands, whatsoever which I may ever have had, now have,or can, shall or may hereafter have against the Releasees or any of them, byreason of or arising out of any cause, matter or thing whatsoever done,occurring or existing up to and including the present date and, in particular,without in any way restricting the generality of the foregoing, in respect ofall claims of any nature whatsoever, past, present or future, directly or indirectlyrelated to or arising out of or in connection with my relationship with theReleasees, as an employee, officer or director, and the termination of myemployment from the Corporation and the Releasees including, but not limitedto, any claims related to any entitlement I may have or may have had to anypayment or claim either at common law or under the *EmploymentStandards Code, Human Rights, Citizenship and Multiculturalism Act,*the*Fair Labour Standards Act*, the *Employee Retirement Income Security Act* of 1974 as amended,the *Age Discrimination in Employment Act* of1964, as amended, and any other federal, state, or local laws prohibitingemployment discrimination, or governing or related to my employment with theReleasees.

 

**ANDFOR THE SAID CONSIDERATION**, **I,****BRIAN REINSBOROUGH**, represent and warrant that I have notassigned to any person, firm or corporation any of the actions, causes of

 

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action,claims, suits, executions or demands which I release by this Release, or withrespect to which I agree not to make any claim or take any proceeding herein.

 

**ITIS FURTHER ACKNOWLEDGED** that the payment and other consideration offered tome under the Agreement is in addition to anything of value to which I amalready entitled to receive from the Corporation or the other Releasees; thatthe Corporation has advised me, through this paragraph, of my right to consultwith an attorney of my choice before signing this Release; that I have at least21 days within which to consider whether to sign this Release; that I haveseven days after I sign this Release within which I may revoke my acceptance bynotifying the Corporation’s General Manager - Compensation and Benefits of myrevocation in writing; that this Release shall not become effective orenforceable until the seven-day revocation period expires; and that if I timelyrevoke my acceptance of this Agreement within the seven-day revocation period,I will not receive the payment or other consideration offered to me in theAgreement.

 

**ITIS FURTHER ACKNOWLEDGED** that the payment and other consideration offered tome under the Agreement includes full compensation and consideration for theloss of my employment benefits, as provided by the Releasees, and that all ofmy employment benefits and privileges shall cease on the date of termination ofmy employment, except as otherwise provided in the Agreement.  I further acknowledge that I have receivedall benefits due to me and have no further claim against the Releasees for suchbenefits.  I further accept soleresponsibility to replace such benefits which I wish to continue or to exerciseconversion privileges where applicable with respect to such benefits and, inparticular any life insurance and long-term disability benefits.  In the event that I become disabled followingtermination of my employment, I covenant not to sue the Releasees for insuranceor other benefits or loss of same and hereby release the Releasees from any andall further obligations or liabilities arising therefrom.

 

Notwithstandinganything contained herein, this Release shall not extend to or affect, orconstitute a release of, my right to sue, claim against or recover from theReleasees and shall not constitute an agreement to refrain from bringing,taking or maintaining any action against the Releasees in respect of:

** **

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**(a)**                                 any corporate indemnityexisting by statute, contract or pursuant to any of the constating documents ofthe Corporation or its affiliates provided in my favour in respect of my havingacted at any time as a director, officer or both of the Corporation or itsaffiliates;

 

**(b)**                                 my entitlement to anyinsurance maintained for the benefit or protection of the directors and/orofficers of the Corporation or its affiliates, including without limitation,directors’ and officers’ liability insurance;

 

**(c)**                                  my entitlement to any amountsor compensation due to me under the terms of the Agreement or my entitlement tovested rights, if any, as of the date my employment terminated under any compensationor equity plans or related written agreements of the Corporation or itsaffiliates; or

 

(d)                                 any rights or claims I mayhave against the Releasees that arise under the *AgeDiscrimination in Employment Act* of 1964, as amended, after the dateI sign this Release.

 

**ITIS HEREBY AGREED** that the terms of the Agreement and of this Releaseshall be kept confidential.  No partyhereto shall communicate any such terms to any third party under anycircumstances whatsoever, excepting any necessary communication with my legaland financial advisors, as required, on the express condition that theymaintain the confidentiality thereof, and any disclosure which is required orpermitted by law, although either party shall be at liberty to disclose tothird parties that a mutually acceptable Release was agreed upon.  During my employment with the Corporation andits affiliates and following any termination of such employment, I shall notmake any disparaging statements about the Corporation, any of the Releasees, ortheir business or personnel practices to any third parties.  Following the termination of my employmentwith the Corporation and its affiliates, I shall also return all property ofthe Corporation and its affiliates in my possession or under my control to theCorporation or its respective affiliate in good condition.  This Release shall not in any way beconstrued as an admission by the Corporation or any of the Releasees of anyimproper or illegal acts.  The invalidityand unenforceability of any provision of this Release shall not affect thevalidity or enforceability of any other provision of this Release, which shallremain in full force and effect.

 

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**IHEREBY DECLARE AND AGREE** that I have read all of this Release, fullyunderstand the terms of this Release, and voluntarily accept the considerationstated herein or under the Agreement as the sole consideration for this Releasefor the purpose of making a full and final settlement with the Releasees; that mysigning of this Release is knowing and voluntary and that I have been given anadequate period of time to obtain independent legal counsel regarding themeaning and the significance of the terms herein and the covenants mutuallyexchanged; that this Release contains the entire understanding and agreementbetween me and the Corporation regarding my release of claims against theReleasees and supersedes all prior statements, understandings, and agreementsregarding this subject matter; that, in signing this Release, I am not relyingon any written or oral statement or promise from the Releasees other than asset forth above and in the Agreement; and that this Release is not assignableby me without prior written permission by the Corporation and shall be governedby Texas law.

 

**ITIS HEREBY AGREED THAT**as a term of the termination of my employment from theCorporation and its affiliates, and in consideration of the amount noted above,I hereby resign as officer and director of the Corporation and its affiliates,as applicable.

 

**IN WITNESS WHEREOF**, I have hereunto set my handand seal this _____ day of ______________ in the year _________.

 
| ** **             | ** ** |
|------------------------|------------|
| ** **             | ** ** |
| **BRIAN REINSBOROUGH** | ** ** |
|                   |       |
|                   |       |
| WITNESS (signature)    |       |
|                   |       |
|                   |       |
| WITNESS  (print name)  |       |

 

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**SCHEDULE“B”**

 

**Estimated****1**** Entitlementto Compensation**

**Pursuant to Article 7 of the Agreement**

 
| ** **                                           |       | **US Dollars** |       |
|------------------------------------------------------|------------|----------------|------------|
|                                                 |       |           |       |
| Monthly Base Salary (24 Months)                      |       | $680,000       |       |
|                                                 |       |           |       |
| Bonus Target Value                                   |       | 306,000        |       |
|                                                 |       |           |       |
| Benefits Uplift (13%)                                |       | 88,400         |       |
|                                                 |       |           |       |
| Car Allowance                                        |       | 28,800         |       |
|                                                 |       |           |       |
| Pension Plan Amount                                  |       | 102,665        |       |
|                                                 |       |           |       |
| Financial Counselling Services                       |       | 10,500         |       |
|                                                 |       |           |       |
| Security Monitoring Services                         |       | 2,400          |       |
|                                                 |       |           |       |
| Savings Plan Amount                                  |       | 40,800         |       |
|                                                 |       |           |       |
| Executive Outplacement                               |       | 25,000         |       |
|                                                 |       |           |       |
| Relocation (contingent)                              |       | 50,000         |       |
|                                                 |       |           |       |
| **TOTAL ESTIMATED ENTITLEMENT  under the Agreement** | ** ** | **$**1,334,565 | ** ** |

 
|   |   |
|--------|--------|

 

1                 As stated in Section 7.2 of the Agreement, theabove calculations represent only the current estimated value (as ofJanuary 31, 2008) of the Executive’s entitlement to compensation upon aChange of Control.  Accordingly, theabove calculations are for illustrative purposes only.

 

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