exv10w20






Exhibit 10(20)




			
	
	 	






J. Barclay Collins

Executive Vice President, General Counsel

(212) 536-8576




September 19, 2008




Mr. Timothy Goodell

[Address Omitted]



Dear Tim:



I am pleased to confirm Hess Corporation’s (the “Company”) offer of employment as Senior Vice
President, General Counsel, reporting directly to me. You will be based in the Company’s New York
office.



Your salary will be paid on a bi-weekly basis in an amount equivalent to $650,000 per year. Your
first day of employment with the Company will be discussed upon acceptance of this offer. However,
based on our previous conversation, I am targeting some time in mid-January, 2009 for your start
date.



You will receive a $1,500,000 signing bonus, less applicable deductions, which will be paid to you
in the following manner: you will receive $750,000 within 30 days of joining; and you will receive
a final payment of $750,000 on the twelve (12) month anniversary date of your employment, unless
you have voluntarily elected to terminate your employment prior thereto.



In addition, you will be entitled to participate in the Hess Corporation Cash Bonus Plan (“CBP”).
Your target bonus for 2009 will be $650,000. The actual bonus will be based on a combination of
corporate, business unit and individual performance. The actual bonus can vary between 0% and 150%
of your target bonus. For 2009, you will be guaranteed a bonus of $650,000. Bonuses are paid in the
first quarter of the subsequent year. You will only be entitled to the payment of this bonus if you
are still employed by the Company on the date the bonus is to be paid.



Additionally, you will be entitled to five (5) weeks vacation annually.



Upon joining Hess, you will be awarded shares of restricted stock and options for the purchase of
shares of Hess Corporation stock, the combined value of which is approximately $2,250,000. The
exact number of these shares and options, and the option price which will be the closing price on
that day, will be determined at the time the award is approved by the Compensation Committee.




Hess Corporation 1185 Avenue of the Americas New York, NY 10036



 









 





			
	
	 	






Timothy Goodell

Page 2 of 4



Stock options awarded under the Company long-term incentive plan have a three-year graded vesting
and ten year term. Shares of restricted stock awarded under the Company’s long-term incentive plan
have a three-year “cliff” vesting provision. Other provisions of the Company’s long-term incentive
plan applicable to these awards will be described in the award documents you receive.



You will be eligible for consideration in future years beyond 2008 for long-term incentive plan
awards (restricted stock and stock options) which are determined at the discretion of management.



You will also be eligible to receive benefits under the Company’s Change in Control Plan and an
agreement will be executed upon your hire.



Please note that your base salary and all other compensation information are considered
confidential by the Company and should not be discussed.



You may elect Medical Coverage, Dental Coverage, Vision Coverage, Optional Life Insurance, Flexible
Spending Accounts (FSA), Long Term Disability Insurance (LTD) and Family Accident Insurance and
will receive information under separate cover. The effective date of your elected benefits
(Medical, Dental, Vision, Family Accident and LTD) will be your start date should you enroll on or
before your start date or the date you enroll if it is after your start date. For all other
benefits, coverage will be effective the first of the month after your enroll. Additionally, you
will be eligible to enroll in the Company’s Savings Plan, a 401(k) program administered by ACS.
You will receive details on our benefit plans under separate cover. If you have any further
questions on our employee benefit plans, please let us know.



Please understand that as with all other new employees, this offer is contingent on the results of
a background check and drug test that Hess will procure on you for employment purposes. The drug
test must be taken within 48 hours from the date you sign the attached Drug Test Consent Form,
which is referenced below. You may visit
www.questdiagnostics.com to locate a facility to have
your drug test performed. At the time of your appointment, present the enclosed Chain of Custody
form to the provider. If you accept this offer, please review and sign the attached Drug Test
Consent Form, which will allow Hess to have the drug test performed, and also sign the
Authorization and Fair Credit Reporting Act Disclosure Form, which will allow Hess to obtain a
background check on you. Please return the signed forms to my attention within 48 hours. In order
to expedite the process, you may fax the signed offer letter and completed authorization forms to
[name and telephone number omitted].




Hess Corporation 1185 Avenue of the Americas New York, NY 10036



 









 





			
	
	 	






Timothy Goodell

Page 3 of 4



This offer is also contingent upon proof of identity and employment eligibility. The Immigration
Reform and Control Act of 1986 requires the Company to verify and record both your identity and
right to work in the United States. Accordingly, this offer of employment is also contingent on
your being able to satisfy this law within three (3) business days of the date employment begins.
Please refer to the enclosed sheet of instructions regarding acceptable documentation.



This letter contains the entire offer of employment and supersedes representations regarding the
terms and conditions of employment, if any, that may have been made in prior communications,
written or oral, between you and the Company or any of its representatives. As a condition of
payment by the Company, you must agree to repay the Company the full $1,500,000 signing bonus if
you voluntarily terminate your employment with the Company within two years from the date your
employment began. In the event that the Company initiates the termination of your employment,
other than for cause, within two years of your employment date, you will be entitled to retain the
full $1,500,000 signing bonus.



Your employment with the Company will be “at will.” This means both you and the Company are free
to terminate the employment relationship at any time, with or without a reason, and with or without
prior notice. Additionally, the Company has the right to alter the terms of your employment at any
time, with or without cause.



The terms contained in this letter cannot be modified except in writing, signed by a duly
authorized representative of the Company.



Tim, we are extremely pleased about you joining us and are confident that your association with
Hess Corporation will be a great experience. We look forward to a long and mutually rewarding
relationship. As I have said on many occasions to John in discussing the prospects of your joining
Hess, I know of no one I would like better to be my successor! All of us on our leadership team
are eager to begin working with you.



In the meantime, if you have any questions, please feel free to call me at (212) 536-8577.




Hess Corporation 1185 Avenue of the Americas New York, NY 10036



 









 





			
	
	 	






Timothy Goodell

Page 4 of 4



Please acknowledge your acceptance of the above terms by signing and dating in the spaces provided
below and returning this letter to me by Tuesday, September 30, 2008.



Regards,






	 	 	 	 	 	 	 
	/s/ Barclay	 	 	 	 
	 	 	 	 	 
	J. Barclay Collins	 		 	 














I accept this offer of employment:




	 	 	 	 	 	 	 
	/s/ Timothy B. Goodell	 	Date 9/29/08	 	 
	 	 	 	 	 
	Timothy Goodell	 		 	 
	 
	 	 	 	 	 	 
	On or about 1/15/09	 	 	 	 
	 	 	 	 	 
	 

	 	Start Date
	 	 	 	 






Hess Corporation 1185 Avenue of the Americas New York, NY 10036