EXHIBIT 10.4


 


[Severance
Agreement — Grandfathered VP — Dec. 2007]


 


SEVERANCE AGREEMENT


 


                AGREEMENT between FOREST OIL CORPORATION, a New York corporation (the “Company”),
and
                        
(“Executive”),


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the
Company and Executive have heretofore entered into that certain Severance
Agreement dated April 26, 2001 (the “Severance Agreement”); and


 


WHEREAS, the
Company and Executive desire to terminate the Severance Agreement and replace
it with this Agreement; and


 


WHEREAS, the Company desires to
attract and retain certain key employee personnel and, accordingly, the Board
of Directors of the Company (the “Board”) has approved the Company entering
into a severance agreement with Executive in order to encourage his continued
service to the Company; and


 


WHEREAS, Executive is prepared to
commit such services in return for specific arrangements with respect to
severance compensation and other benefits;


 


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;


 


NOW,
THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the Company and Executive agree as follows:


 


                1.             Definitions.


 


(a)           “Annual
Compensation” shall mean an amount equal to the greater of:


 


(i)            Executive’s annual base salary at
the annual rate in effect at the date of his Involuntary Termination;


 


(ii)           Executive’s annual base salary at the
annual rate in effect sixty days prior to the date of his Involuntary
Termination; or


 


(iii)          Executive’s annual base salary at the
annual rate in effect immediately prior to a Change of Control if Executive’s employment
shall be subject to an Involuntary Termination within two years after such
Change of Control.


 


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(b)           “Change in Duties” shall mean:


 


(i)            The occurrence, prior to a Change of
Control or after the date which is two years after a Change of Control occurs,
of any one or more of the following:


 


(1)           A significant change in the nature or
scope of Executive’s authorities or duties from those previously applicable to
him;


 


(2)           A reduction in Executive’s base
salary from that provided to him immediately prior to the effective date of
this Agreement (or the effective date of any extension of this Agreement
pursuant to Paragraph 7(a)); or


 


(3)           A diminution in employee benefits
(including but not limited to medical, dental, life insurance and long-term
disability plans) and perquisites applicable to Executive from those
substantially similar to the employee benefits and perquisites provided by the
Company (including its subsidiaries) to executives with comparable duties; or


 


(ii)           The occurrence, within two years
after the date upon which a Change of Control occurs, of any one or more of the
following:


 


(1)           A significant change in the nature or
scope of Executive’s authorities or duties from those applicable to him
immediately prior to the date on which a Change of Control occurs;


 


(2)           A reduction in Executive’s base
salary from that provided to him immediately prior to the date on which a
Change of Control occurs;


 


(3)           A diminution in Executive’s
eligibility to participate in bonus, stock option, incentive award and other
compensation plans which provide opportunities to receive compensation which
are the greater of (A) the opportunities provided by the Company
(including its subsidiaries) for executives with comparable duties or (B) the
opportunities under any such plans under which he was participating immediately
prior to the date on which a Change of Control occurs;


 


(4)           A diminution in employee benefits
(including but not limited to medical, dental, life insurance and long-term
disability plans) and perquisites applicable to Executive from the greater of (A) the
employee benefits and perquisites provided by the Company (including its
subsidiaries) to executives with comparable duties or (B) the employee
benefits and perquisites to which he was entitled immediately prior to the date
on which a Change of Control occurs; or


 


(5)           A change in the location of Executive’s
principal place of employment by the Company (including its subsidiaries) by
more than 50 miles from the location 


 


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where he was
principally employed immediately prior to the date on which a Change of Control
occurs.


 


(c)           “Change of Control” shall mean the
occurrence of any one of the following events:


 


(i)            Any one person, or more than one
person Acting as a Group (as hereinafter defined), acquires ownership of stock
of the Company that, together with stock held by such person or group,
constitutes more than 50% of the total fair market value or total voting power
of the stock of the Company; provided, however, that if any one person, or more
than one person Acting as a Group, is considered to own more than 50% of the
total fair market value or total voting power of the stock of the Company, the
acquisition of additional stock by the same person or group does not cause a
Change of Control within the meaning of this Paragraph 1(c)(i); and provided,
further, that an increase in the percentage of stock owned by any one person,
or persons Acting as a Group, as a result of a transaction in which the Company
acquires its stock in exchange for property will be treated as an acquisition
of stock for purposes of this Paragraph 1(c)(i); and provided, further, that
this Paragraph 1(c)(i) applies to cause a Change of Control only when
there is a transfer of stock of the Company (or issuance of stock of the
Company) and stock in the Company remains outstanding after the transaction;
and provided, further, that, if any person, or more than one person Acting as a
Group, is considered to have met the control requirements of Paragraph 1(c)(ii) below,
the acquisition of additional control by the same person or group will not
cause a Change of Control within the meaning of this Paragraph 1(c)(i); or


 


(ii)           A majority of the members of the
Board is replaced during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the Board before the
date of such appointment or election; provided, however, that, if any person,
or more than one person Acting as a Group, is considered to have met the
control requirements of this Paragraph 1(c)(ii), the acquisition of additional
control by the same person or group will not cause a Change of Control within
the meaning of this Paragraph 1(c)(ii); or


 


(iii)          Any one person, or more than one
person Acting as a Group, acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or group)
assets from the Company that have a total “gross fair market value” equal to or
more than 60% of the total “gross fair market value” of all the assets of the
Company immediately before such acquisition or acquisitions; provided, however,
that there is no Change of Control under this Paragraph 1(c)(iii) where there
is a transfer to an entity  that is
controlled by the shareholders of the Company immediately after the transfer,
as provided in the following proviso; and, provided, further, that a transfer
of assets by the Company shall not be treated as change in the ownership of
such assets if the assets are transferred to (1) a shareholder of the
Company (immediately before the asset transfer) in exchange for or with respect
to its stock, (2) an entity, 50% or more of the total value or voting
power of which is owned, directly or indirectly, by the Company, (3) a
person, or more than one person Acting as a Group, that owns, directly or
indirectly, 50% or more of the total value or voting power of all the
outstanding stock of the Company, or (4) an entity, at least 50% of the
total value or voting power of which is owned, directly or indirectly, by a
person described in clause (3) of this proviso.  For purposes of this Paragraph 1(c)(iii), “gross
fair market value” means the value of the assets of the Company, 


 


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or
the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets.


 


For
purposes of this Paragraph 1(c), (x) Section 318(a) of the Code
applies to determine stock ownership, and (y) the term “Acting as a Group”
means “acting as a group” within the meaning of Treasury Regulation section
1.409A-3(i)(5)(v)(B), (vi)(D), or (vii)(C), as applicable.  The definition of Change of Control under
this Paragraph 1(c) is intended to comply with applicable definitions and
requirements of Section 409A(a)(2)(A)(v) of the Code and Treasury
Regulation section 1.409A-3(i)(5) that correspond to the change of control
events described above, and shall be interpreted consistently therewith.


 


                                                                (1)           “Code” shall
mean the Internal Revenue Code of 1986, as amended.


 


(d)           “Compensation Committee” shall
mean the Compensation Committee of the Board.


 


(e)           “Disability”
shall mean that, as a result of Executive’s incapacity due to physical or mental
illness, he shall have been absent from the full-time performance of his duties
for six consecutive months and he shall not have returned to full-time
performance of his duties within thirty days after written notice of
termination is given to Executive by the Company (provided, however, that such
notice may not be given prior to thirty days before the expiration of such
six-month period).


 


(f)            “Involuntary Termination”
shall mean any termination of Executive’s employment with the Company which:


 


(i)            does not result from a resignation
by Executive (other than a resignation pursuant to clause (ii) of this
subparagraph (f)); or


 


(ii)           results from a resignation by
Executive on or before the date which is sixty days after the date upon which
Executive receives notice of a Change in Duties;


 


provided, however, the term “Involuntary
Termination” shall not include a Termination for Cause or any
termination as a result of death, Disability, or Retirement.  For all purposes of this Agreement, Executive
shall be considered to have terminated employment with the Company when
Executive incurs a “separation from service” with the Company within the
meaning of Section 409A(a)(2)(A)(i) of the Code and applicable
administrative guidance issued thereunder.


 


(g)           “Monthly Severance Amount”
shall mean an amount equal to one-twelfth of Executive’s Annual Compensation.


 


(h)           “Retirement” shall
mean Executive’s resignation on or after the date he reaches age sixty-five.


 


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(i)            “Severance Amount”
shall mean an amount equal to 2.5 times Executive’s Annual Compensation.


 


(j)            “Severance Period” shall mean:


 


(i)            in the case of an Involuntary
Termination which occurs prior to a Change of Control or after the date which
is two years after a Change of Control occurs, a period commencing on the date
of such Involuntary Termination and continuing for a number of months (not in
excess of thirty months) equal to the whole number of times that Executive’s
Annual Compensation can be divided by $10,000; or


 


(ii)           in the case of an Involuntary
Termination which occurs within two years after the date upon which a Change of
Control occurs, a period commencing on the date of such Involuntary Termination
and continuing for twenty-four months.


 


(k)           “Termination for Cause”
shall mean termination of Executive’s employment by the Company (or its
subsidiaries) by reason of Executive’s (i) gross negligence in the
performance of his duties, (ii) willful and continued failure to perform
his duties, (iii) willful engagement in conduct which is materially
injurious to the Company or its subsidiaries (monetarily or otherwise) or (iv) conviction
of a felony or a misdemeanor involving moral turpitude.


 


2.             Services.  Executive agrees that he will render services
to the Company (as well as any subsidiary thereof or successor thereto) during
the period of his employment to the best of his ability and in a prudent and
businesslike manner and that he will devote substantially the same time,
efforts and dedication to his duties as heretofore devoted.


 


3.             Termination
Other Than Within Two Years After a Change of Control.   Subject to the provisions of Paragraph 7(i) hereof,
if Executive’s employment by the Company or any subsidiary thereof or successor
thereto shall be subject to an Involuntary Termination which occurs prior to a
Change of Control or after the date which is two years after a Change of
Control occurs, then the Company will, as additional compensation for services
rendered to the Company (including its subsidiaries), pay to Executive the
following amounts (subject to any applicable payroll or other taxes required to
be withheld and any employee benefit premiums) and take the following actions
after the last day of Executive’s employment with the Company:


 


(a)           Pay Executive the Monthly Severance
Amount on the first day of each month throughout the Severance Period;
provided, however, that in the event Executive obtains new employment during
the Severance Period, each such monthly payment shall be reduced by 50% beginning
with the payment next due after the date Executive obtains such new
employment.  Executive shall promptly
report any such new employment to the Company. 
For purposes of this Paragraph 3(a), the term “employment” shall include
(i) any employment as an employee or (ii) the conduct of any trade or
business (whether as a sole proprietor, independent contractor or otherwise) by
Executive in which he is expected to render personal services for more than 40
hours in any given month during the Severance Period.


 


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(b)           Cause
Executive and those of his dependents (including his spouse)  who were covered under the Company’s medical
and dental benefit plans on the day prior to Executive’s Involuntary
Termination to continue to be covered under such plans throughout the Severance
Period, without any cost to Executive; provided, however, that (i) such
coverage shall terminate if and to the extent Executive becomes eligible to
receive medical and dental coverage from a subsequent employer (and any such
eligibility shall be promptly reported to the Company by Executive) and (ii) if
Executive (and/or his spouse) would have been entitled to retiree medical
and/or dental coverage under the Company’s plans had he voluntarily retired on
the date of such Involuntary Termination, then such coverages shall be
continued as provided under such plans. 
The coverage described in the preceding sentence shall be provided
through an arrangement that satisfies the requirements of Sections 105 and 106
of the Code such that the benefits or reimbursements under such arrangement are
not includible in Executive’s income (and, if continued coverage under the
Company’s plans does not satisfy this requirement, then the Company shall
arrange for substantially comparable coverage to be provided under one or more
insurance policies that will satisfy this requirement).


 


4.             Termination Within Two Years After a Change of
Control.  Subject to the
provisions of Paragraph 7(i) hereof, if Executive’s employment by the
Company or any subsidiary thereof or successor thereto shall be subject to an
Involuntary Termination which occurs within two years after the date upon which
a Change of Control occurs, then the Company will, as additional compensation
for services rendered to the Company (including its subsidiaries), pay to
Executive the following amounts (subject to any applicable payroll or other
taxes required to be withheld and any employee benefit premiums) and take the
following actions after the last day of Executive’s employment with the
Company:


 


                                (a)           Pay Executive a lump sum cash payment
in an amount equal to the Severance Amount on or before the fifth day after the
effective date of the release described in Paragraph 7(i) hereof.


 


                                (b)           Cause Executive and those of his
dependents (including his spouse) who were covered under the Company’s medical
and dental benefit plans on the day prior to Executive’s Involuntary
Termination to continue to be covered under such plans throughout the Severance
Period, without any cost to Executive; provided, however, that (i) such
coverage shall terminate if and to the extent Executive becomes eligible to
receive medical and dental coverage from a subsequent employer (and any such
eligibility shall be promptly reported to the Company by Executive) and (ii) if
Executive (and/or his spouse) would have been entitled to retiree medical
and/or dental coverage under the Company’s plans had he voluntarily retired on
the date of such Involuntary Termination, then such coverages shall be
continued as provided under such plans. 
The coverage described in the preceding sentence shall be provided
through an arrangement that satisfies the requirements of Sections 105 and 106
of the Code such that the benefits or reimbursements under such arrangement are
not includible in Executive’s income (and, if continued coverage under the
Company’s plans does not satisfy this requirement, then the Company shall
arrange for substantially comparable coverage to be provided under one or more
insurance policies that will satisfy this requirement).


 


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(c)           Cause any and all outstanding options
to purchase common stock of the Company held by Executive to become immediately
exercisable in full and cause Executive’s accrued benefits under any and all
nonqualified deferred compensation plans sponsored by the Company to become
immediately nonforfeitable.


 


5.             Interest
on Late Payments.  If any
payment provided for in Paragraph 3(a) or Paragraph 4(a) hereof is
not made when due (determined after giving effect to any delay in such payment
required pursuant to Paragraph 7(i)(2) hereof), the Company shall pay to
Executive interest on the amount payable from the date that such payment should
have been made under such paragraph until such payment is made, which interest
shall be calculated at 10% plus the prime or base rate of interest announced by
The Chase Manhattan Bank, N.A. (or any successor thereto) at its principal
office in New York on a non-compounded basis, and shall change when and as any
such change in such prime or base rate shall be announced by such bank.


 


6.             Certain
Additional Payments by the Company.  Notwithstanding anything to the contrary in
this Agreement, in the event that any payment or distribution by the Company to
or for the benefit of Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a “Payment”),
would be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended, or any interest or penalties with respect to
such excise tax (such excise tax, together with any such interest or penalties,
are hereinafter collectively referred to as the “Excise Tax”), the Company
shall pay to Executive an additional payment (a “Gross-up Payment”) in an
amount such that after payment by Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including any Excise
Tax imposed on any Gross-up Payment, Executive retains an amount of the
Gross-up Payment equal to the Excise Tax imposed upon the Payments.  The Gross-up Payment attributable to a
particular Payment shall be made at the time such Payment is made; provided,
however, that in no event shall the Gross-up Payment be made later than the end
of Executive’s taxable year next following Executive’s taxable year in which
Executive remits the related taxes.  The
Company and Executive shall make an initial determination as to whether a
Gross-up Payment is required and the amount of any such Gross-up Payment.  Executive shall notify the Company
immediately in writing of any claim by the Internal Revenue Service which, if
successful, would require the Company to make a Gross-up Payment (or a Gross-up
Payment in excess of that, if any, initially determined by the Company and
Executive) within five days of the receipt of such claim.  The Company shall notify Executive in writing
at least five days prior to the due date of any response required with respect
to such claim if it plans to contest the claim. 
If the Company decides to contest such claim, Executive shall cooperate
fully with the Company in such action; provided, however, the Company shall
bear and pay directly or indirectly all costs and expenses (including
additional interest and penalties) incurred in connection with such action and
shall indemnify and hold Executive harmless, on an after-tax basis, for any
Excise Tax or income tax, including interest and penalties with respect
thereto, imposed as a result of the Company’s action.  If, as a result of the Company’s action with
respect to a claim, Executive receives a refund of any amount paid by the
Company with respect to such claim, Executive shall promptly pay such refund to
the Company.  If the Company fails to
timely notify Executive whether it will contest such claim or the Company
determines not to contest such claim, then the 


 


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Company
shall immediately pay to Executive the portion of such claim, if any, which it
has not previously paid to Executive.


 


7.             General.


 


(a)           Term.  The effective date of this Agreement is December 17,
2007.   Within thirty (30) days after June 17,
2010 and within thirty (30) days after each successive thirty (30)-month period
of time thereafter that this Agreement is in effect, the Company shall have the
right to review this Agreement, and in its sole discretion either continue and
extend this Agreement, terminate this Agreement, and/or offer Executive a
different agreement.   The Compensation
Committee (excluding any member of the Compensation Committee who is covered by
this Agreement or by a similar agreement with the Company) will vote on whether
to so extend, terminate, and/or offer Executive a different agreement and will
notify Executive of such action within said thirty-day time period mentioned
above.  This Agreement shall remain in
effect until so terminated and/or modified by the Company.  Failure of the Compensation Committee to take
any action within said thirty days shall be considered as an extension of this
Agreement for an additional thirty-month period of time.  Notwithstanding anything to the contrary
contained in this “sunset provision”, it is agreed that if a Change of Control
occurs while this Agreement is in effect, then this Agreement shall not be
subject to termination or modification under this “sunset provision”, and shall
remain in force for a period of thirty months after such Change of Control, and
if within said thirty months the contingency factors occur which would entitle
Executive to the benefits as provided herein, this Agreement shall remain in
effect in accordance with its terms.  If,
within such thirty months after a Change of Control, the contingency factors
that would entitle Executive to said benefits do not occur, thereupon this
thirty-month “sunset provision” shall again be applicable with the thirty-day
time period for Compensation Committee action to thereafter commence at the
expiration of said thirty months after such Change of Control and on each
thirty-month anniversary date thereafter.


 


(b)           Indemnification.  If Executive shall obtain any money
judgment or otherwise prevail with respect to any litigation brought by
Executive or the Company to enforce or interpret any provision contained
herein, the Company, to the fullest extent permitted by applicable law, hereby
indemnifies Executive for his reasonable attorneys’ fees and disbursements
incurred in such litigation and hereby agrees (i) to pay in full all such
fees and disbursements and (ii) to pay prejudgment interest on any money
judgment obtained by Executive from the earliest date that payment to him
should have been made under this Agreement until such judgment shall have been
paid in full, which interest shall be calculated at 10% plus the prime or base
rate of interest announced by The Chase Manhattan Bank, N.A. (or any successor
thereto) at its principal office in New York on a non-compounded basis, and
shall change when and as any such change in such prime or base rate shall be
announced by such bank.  Any
reimbursement of reasonable attorneys’ fees and disbursements required under
this Paragraph 7(b) shall be made not later than the close of Executive’s
taxable year following the taxable year in which Executive incurs the expense;
provided, however, that, upon Executive’s termination of employment with the
Company, in no event shall any additional reimbursement be made prior to the
date that is six months after the date of Executive’s termination of employment
to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of
the Code.  In no 


 


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event shall any reimbursement be made to
Executive for such fees and disbursements incurred after the later of (A) Executive’s
death or (B) the date that is 10 years after the date of Executive’s
termination of employment with the Company.


 


(c)           Payment Obligations
Absolute.  The Company’s
obligation to pay (or cause one of its subsidiaries to pay) Executive the
amounts and to make the arrangements provided herein shall be absolute and
unconditional and shall not be affected by any circumstances, including,
without limitation, any set-off, counterclaim, recoupment, defense or other
right which the Company (including its subsidiaries) may have against him or
anyone else.  All amounts payable by the
Company (including its subsidiaries hereunder) shall be paid without notice or
demand.  Executive shall not be obligated
to seek other employment in mitigation of the amounts payable or arrangements
made under any provision of this Agreement, and, except as provided in
Paragraphs 3(a), 3(b) and 4(b) hereof, the obtaining of any such
other employment shall in no event effect any reduction of the Company’s
obligations to make (or cause to be made) the payments and arrangements
required to be made under this Agreement.


 


(d)           Successors.  This Agreement shall be binding upon and
inure to the benefit of the Company and any successor of the Company, by merger
or otherwise.  This Agreement shall also
be binding upon and inure to the benefit of Executive and his estate.  If Executive shall die prior to full payment
of amounts due pursuant to this Agreement, such amounts shall be payable
pursuant to the terms of this Agreement to his estate.


 


(e)           Severability.  Any provision in this Agreement which is
prohibited or unenforceable in any jurisdiction by reason of applicable law
shall, as to such jurisdiction, be ineffective only to the extent of such
prohibition or unenforceability without invalidating or affecting the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


(f)            Non-Alienation.  Executive shall not have any right to pledge,
hypothecate, anticipate or assign this Agreement or the rights hereunder,
except by will or the laws of descent and distribution.


 


(g)           Notices.  Any notices or other communications provided
for in this Agreement shall be sufficient if in writing.  In the case of Executive, such notices or
communications shall be effectively delivered if hand-delivered to Executive at
his principal place of employment or if sent by registered or certified mail to
Executive at the last address he has filed with the Company.  In the case of the Company, such notices or
communications shall be effectively delivered if sent by registered or
certified mail to the Company at its principal executive offices.


 


(h)           Controlling Law.   This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Colorado.


 


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(i)            Release, Covenant Not to Compete or Solicit, and
Delayed Payment Restriction.


 


(1)           As
a condition to the receipt of any benefit under Paragraph 3 or 4 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. 
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.


 


(2)           The release described in Paragraph
7(i)(1) hereof must be effective and irrevocable within 55 days after the
date of the termination of Executive’s employment with the Company.  Notwithstanding any provision in this
Agreement to the contrary, if the payment of any amount or benefit under this
Agreement would be subject to additional taxes and interest under Section 409A
of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of
the Code and the regulations thereunder, then any such payment or benefit that
Executive would otherwise be entitled to during the first six months following
the date of Executive’s termination of employment shall be accumulated and paid
or provided, as applicable, on the date that is six months after the date of
Executive’s termination of employment (or if such date does not fall on a
business day of the Company, the next following business day of the Company),
or such earlier date upon which such amount can be paid or provided under Section 409A
of the Code without being subject to such additional taxes and interest.  If this Paragraph 7(i)(2) becomes
applicable such that the payment of any amount is delayed, any payments that
are so delayed shall accrue interest on a non-compounded basis, from the date
such payment would have been made had this Paragraph 7(i)(2) not applied
to the actual date of payment, at the prime or base rate of interest announced
by JPMorgan Chase Bank (or any successor thereto) at its principal office in
New York on the date of Executive’s termination of employment (or the first
business day following such date if such termination does not occur on a
business day) and shall be paid in a lump sum on the actual date of payment of
the delayed payment amount.  Executive
hereby agrees to be bound by the Company’s determination of its “specified
employees” (as such term is defined in Section 409A of the Code) in
accordance with any of the methods permitted under the regulations issued under
Section 409A of the Code.


 


(j)            Full Settlement.  If Executive is entitled to and receives the
benefits provided hereunder, performance of the obligations of the Company
hereunder will constitute full settlement of all claims that Executive might
otherwise assert against the Company on account of his termination of
employment.


 


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(k)           Unfunded Obligation.  The obligation to pay amounts under this
Agreement is an unfunded obligation of the Company (including its
subsidiaries), and no such obligation shall create a trust or be deemed to be
secured by any pledge or encumbrance on any property of the Company (including
its subsidiaries).


 


(l)            Not a Contract of
Employment.   This
Agreement shall not be deemed to constitute a contract of employment, nor shall
any provision hereof affect (a) the right of the Company (or its
subsidiaries) to discharge Executive at will or (b) the terms and
conditions of any other agreement between the Company and Executive except as
provided herein.


 


(m)          Number and Gender.  Wherever appropriate herein, words used in
the singular shall include the plural and the plural shall include the
singular.  The masculine gender where
appearing herein shall be deemed to include the feminine gender.


 


(n)           Termination
of Employment Agreement.  This Agreement terminates and voids the
Employment Agreement and any agreements, whether written or oral, made in
connection thereto.  The Executive shall
have no further rights and the Company shall have no further obligations under
the Employment Agreement and any such agreements made in connection thereto.


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement effective as of the effective date in Paragraph 7(a).


 


	
  “EXECUTIVE”

  
	
   

  
	
   

  
	
   

  
	
  “COMPANY”

  
	
   

  
	
  FOREST
  OIL CORPORATION

  
	
   

  
	
  By:

  	
   

  
	
   

  	
  H.
  Craig Clark

  
	
   

  	
  President
  and Chief Executive Officer

  



 


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