Exhibit 10.4


 


 


EMPLOYEE BENEFITS AGREEMENT


 


DATED AS OF SEPTEMBER 9, 2005


 


 


BETWEEN


 


 


FOREST OIL CORPORATION


 


 


AND


 


 


SML WELLHEAD CORPORATION


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  General

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  EMPLOYEES; ASSUMPTION OF LIABILITIES

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Employees

  	
  3

  
	
  Section 2.2

  	
  Assumption of
  Liabilities

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  FOREST STOCK OPTIONS

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Vested Options

  	
  5

  
	
  Section 3.2

  	
  Unvested Options

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
  GENERAL

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Sharing of Employee
  Information

  	
  6

  
	
  Section 4.2

  	
  Non-Solicitation of
  Employees

  	
  6

  
	
  Section 4.3

  	
  Effect if
  Distribution Does Not Occur

  	
  6

  
	
  Section 4.4

  	
  Relationship of
  Parties

  	
  6

  
	
  Section 4.5

  	
  Indemnification

  	
  6

  
	
  Section 4.6

  	
  Survival

  	
  8

  
	
  Section 4.7

  	
  Notices

  	
  8

  
	
  Section 4.8

  	
  Interpretation

  	
  8

  
	
  Section 4.9

  	
  Governing Law

  	
  9

  
	
  Section 4.10

  	
  No Assignment

  	
  9

  
	
  Section 4.11

  	
  Third Party
  Beneficiary

  	
  9

  
	
  Section 4.12

  	
  Amendment

  	
  9

  
	
  Section 4.13

  	
  Termination

  	
  9

  
	
  Section 4.14

  	
  Counterparts

  	
  9

  



 





















 


EMPLOYEE BENEFITS
AGREEMENT


 


This EMPLOYEE BENEFITS
AGREEMENT (this “Agreement”) is dated as of September 9, 2005 by and
between Forest Oil Corporation, a New York corporation (“Forest”), and SML
Wellhead Corporation, a Delaware corporation and a wholly owned subsidiary of Forest
(“Spinco”).


 


RECITALS


 


WHEREAS, Forest intends to
transfer or cause to be transferred to Spinco the Spinco Assets (as defined
below) and certain associated liabilities (the “Contribution”) in exchange for
cash and shares of Spinco Common Stock (as defined below);


 


WHEREAS, subsequent to
the Contribution, all of the issued and outstanding shares of common stock of
Spinco will be distributed on a pro rata basis to the holders of the
outstanding common stock of Forest (the “Distribution”);


 


WHEREAS, following the
Distribution, pursuant to the terms of the Agreement and Plan of Merger dated
as of September 9, 2005 (the “Merger Agreement”) by and between Forest,
Spinco, Mariner Energy, Inc., a Delaware corporation (the “Company”), and MEI
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company
(“Merger Sub”), Merger Sub will merge with and into Spinco, with Spinco being
the surviving corporation;


 


WHEREAS, Forest and
Spinco have entered into a Distribution Agreement dated as of the date hereof
(the “Distribution Agreement”) and certain other agreements that will govern
matters relating to the Distribution and the relationship of Forest and Spinco
following the Distribution;


 


WHEREAS, pursuant to the
Distribution Agreement, Forest and Spinco have agreed to enter into this
Agreement for purposes of allocating employees whose primary responsibilities
include activities necessary to carry out or support the Spinco Business (as
defined below) and assets, liabilities, and responsibilities with respect to
employee compensation, benefits and other matters.


 


NOW, THEREFORE, in
consideration of the mutual promises contained herein and in the Distribution
Agreement, the parties hereto hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section
1.1                                      General.  As used in
this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):


 


Affiliate:  has the meaning given in the Distribution
Agreement.


 


Agreement:  means this Employee Benefits Agreement, and
all exhibits and schedules hereto.


 





















 


Company:  has the meaning given in the third recital of
this Agreement.


 


Company
Savings Plan:  has the
meaning given in the Merger Agreement.


 


Distribution:  has the meaning given in the second recital
of this Agreement.


 


Distribution
Agreement:  has the
meaning given in the fourth recital of this Agreement.


 


Distribution
Date:  has the meaning
given in the Distribution Agreement.


 


Forest:  has the meaning given in the first paragraph
of this Agreement.


 


Forest
Common Stock:  has the
meaning given in the Distribution Agreement.


 


Forest
Educational Assistance Plan: 
means the Forest educational assistance plan.


 


Forest
Incentive Plans: means (a) the Forest Stock Incentive
Plan; (b) the Forcenergy Inc. 1999 Stock Plan; and (c) the Forest
2001 Stock Incentive Plan.


 


Forest
Indemnitees:  has the
meaning given in the Distribution Agreement.


 


Forest
Plans:  means the Forest
Savings Plan, the Forest Educational Assistance Plan,  the Forest Vacation Policy, the Forest
Incentive Plans and all other employee benefit plans, policies, agreements and
arrangements of Forest.


 


Forest
Savings Plan:  means Forest’s
Retirement Savings Plan.


 


Forest
Stock Option:  means an
option to acquire Forest Common Stock granted pursuant to a Forest Incentive
Plan.


 


Forest
Vacation Policy:  means
the Forest vacation policy.


 


Group:
has the meaning given in the Distribution Agreement.


 


Indemnifiable
Losses: has the meaning given in the Distribution Agreement.


 


Indemnifying
Party: has the meaning given in the Distribution Agreement.


 


Indemnitee:
has the meaning given in the Distribution Agreement.


 


Measurement
Date:  has the meaning
given in the Distribution Agreement.


 


Merger
Agreement:  has the
meaning given in the third recital of this Agreement.


 


Retained
Employee:  means any
individual (a) who, as of the close of business on the Distribution Date,
is actively employed by, or on an approved leave of absence or layoff with
right of recall from, Forest or any individual who was at any time on or prior
to the Distribution Date employed by Forest or any of its Affiliates and (b) who
is not a Spinco Employee.


 


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Retained
Employee Liabilities: 
has the meaning given in Section 2.2(b).


 


Spinco:  has the meaning given in the first paragraph
of this Agreement.


 


Spinco
Assets:  has the
meaning given in the Distribution Agreement.


 


Spinco
Business:  has the
meaning given in the Distribution Agreement.


 


Spinco
Common Stock:  has the
meaning given in the Distribution Agreement.


 


Spinco
Employee:  means (a) any
individual listed on Schedule A attached hereto and (b) any other
individual identified by Forest whose transfer to Spinco was approved by the
Company (whether a specific approval of an individual employee or an approval
of a reasonably identifiable and limited class of employees), such approval not
to be unreasonably withheld, and in either case, who, as of the close of the
Distribution Date, is actively employed by, or on an approved leave of absence
or layoff with right of recall from, Spinco.


 


Spinco
Employee Liabilities: 
has the meaning given in Section 2.2(a).


 


Spinco
Indemnitees:  has the
meaning given in the Distribution Agreement.


 


Third-Party
Claim:  has the meaning
given in the Distribution Agreement.


 


Transaction
Agreement: has the meaning given in the Merger Agreement.


 


Unvested
Forest Stock Option: 
means the portion of a Forest Stock Option representing the shares of Forest
Common Stock for which such option is not exercisable as of the Distribution
Date.


 


Vested Forest
Stock Option:  means
the portion of a Forest Stock Option representing the shares of Forest Common
Stock for which such option is exercisable as of the Distribution Date.


 


ARTICLE II

EMPLOYEES; ASSUMPTION OF LIABILITIES


 


Section 2.1             Employees.


 


(a)                                  General.  Effective
as of the Distribution Date, Spinco Employees shall be employees of Spinco and
Retained Employees shall be employees of Forest.  Except as otherwise expressly provided herein
or as required by applicable law, effective as of the Distribution Date each
Spinco Employee shall be considered to have incurred a termination of
employment for purposes of all Forest Plans. 
Except as otherwise expressly provided herein, no provision of this
Agreement or the Distribution Agreement shall be construed to create any right,
or accelerate entitlement, to any compensation or benefit whatsoever on the
part of any Spinco Employee or other future, present, or former employee of Forest
or Spinco under any Forest Plan or otherwise.


 


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(b)                                 No Right to Continued Employment.  Nothing contained in this
Agreement shall confer on any Spinco Employee or Forest Employee any right to
continued employment.


 


(c)                                  Forest Savings Plan. 
At the Distribution Date, to the extent doing so will not
adversely affect the tax-qualified status of the Forest Savings Plan, Spinco
Employees who are not 100% vested in their benefits in the Forest Savings Plan
will be 100% vested in their benefits accrued as of such date.  Effective as of the Distribution Date, Spinco
Employees shall be considered to have incurred a termination of employment for
purposes of the Forest Savings Plan; provided, however, that, due to the
pending transfer of assets and liabilities with respect to the Spinco Employees
from the Forest Savings Plan to the Company Savings Plan as contemplated in Section 6.8
of the Merger Agreement, a Spinco Employee shall be deemed to have not incurred
a termination of employment (unless such employee has also terminated
employment after the Distribution Date with Spinco, the Company and their
subsidiaries) for purposes of (i) outstanding loans under the Forest
Savings Plan as of the Distribution Date, (ii) the right to make
in-service withdrawals under the Forest Savings Plan, and (iii) the
entitlement to distributions upon termination of employment under the Forest
Savings Plan.


 


(d)                                 Forest Educational Assistance Plan. Effective
as of the Distribution Date, Spinco shall assume the liability under the Forest
Educational Assistance Plan for any and all educational assistance benefits
payable on and after the Distribution Date with respect to any Spinco Employee
who is enrolled in one or more classes on the Distribution Date and who may
become eligible for benefits under the Forest Educational Assistance Plan with
respect to such class or classes; provided, however, that Spinco shall not be
required to assume any such liability to the extent related to a semester
beginning after the semester during which the Distribution Date occurs.  The amount of, and eligibility of any such
Spinco Employee for, such benefits shall be determined by Spinco in accordance
with the terms of the Forest Educational Assistance Plan as in effect on the
Distribution Date.  After the semester
during which the Distribution Date occurs, Spinco shall cause the Spinco
Employees who are employed by Spinco, the Company or any of their Affiliates to
be eligible for participation in the Company’s educational assistance plan.


 


(e)                                  Forest Vacation Policy.  Effective as of the Distribution
Date, Spinco shall assume all liability with respect to any vacation which has
accrued, in respect of the calendar year in which the Distribution Date occurs,
for the benefit of any Spinco Employee as of the Distribution Date under the Forest
Vacation Policy.


 


(f)                                    Forest
and Spinco hereby agree to use commercially reasonable efforts to implement the
alternate procedure described in Section 5 of Revenue Procedure 2004-53.


 


Section 2.2             Assumption of Liabilities.


 


(a)                                  Assumption by Spinco. 
Subject to satisfaction by Forest of its obligations
hereunder, Spinco and its Affiliates hereby assume and agree to pay, perform,
fulfill and discharge, in accordance with their respective terms, as such
relate to the Spinco Employees, (i) all of the  liabilities relating to, arising out of, or
resulting from obligations, liabilities, and responsibilities expressly assumed
or retained by Spinco pursuant to this Agreement, regardless of when or where
such liabilities arose or arise or were or are incurred, (ii) all of the
liabilities 


 


4





















 


relating to or arising from the Spinco Employees to
the extent arising from and after the Measurement Date and attributable
directly to the conduct of the Company, and (iii) all of the liabilities
of Forest or any of its Affiliates relating to or arising from the Spinco
Employees to the extent arising from and after the Distribution Date and
attributable to the conduct of the Spinco Business after the Distribution Date
(other than any such liabilities relating to benefits under the Forest Plans
that are not assumed by Spinco pursuant to the express terms of this Agreement,
the Distribution Agreement or the Merger Agreement) (collectively, the “Spinco
Employee Liabilities”).


 


(b)                                 Assumption by Forest. 
All liabilities relating to or arising from (i) the
Spinco Employees to the extent arising prior to the Distribution Date or
attributable to the conduct of the Spinco Business prior to the Distribution
Date (other than any such liabilities relating to, arising out of, or resulting
from obligations, liabilities, or responsibilities expressly assumed or
retained by Spinco pursuant to this Agreement, the Distribution Agreement or
the Merger Agreement, regardless of when or where such liabilities arose or
arise or were or are incurred) and (ii) the Retained Employees, shall be
assumed and retained by Forest, and Forest agrees to pay, perform, fulfill, and
discharge in accordance with their respective terms all of such liabilities,
regardless of when or where such liabilities arose or arise or were or are
incurred (“Retained Employee Liabilities”).


 


ARTICLE III

FOREST STOCK OPTIONS


 


Section
3.1                                      Vested Options. 
Effective as of the Distribution Date, each Forest Stock Option held by
a Spinco Employee who is eligible for retirement as of the Distribution Date
under the terms of the Forest Stock Option agreement evidencing such option
shall be 100% exercisable and such option shall be a Vested Forest Stock Option
for purposes hereof.  In addition,
effective as of the Distribution Date, each Spinco Employee shall be considered
to have terminated employment for a reason other than death, disability,
retirement or cause (as described in the applicable Forest Stock Option
agreement) with respect to each Vested Forest Stock Option held by such
employee (and the applicable Forest Incentive Plan as it relates to such
option); provided, however, that if such employee is eligible for retirement as
of the Distribution Date under the terms of the Forest Stock Option agreement
evidencing any such option, such employee shall be treated as having terminated
employment as of the Distribution Date due to retirement for purposes of such
option.  The exercise of a Vested Forest
Stock Option on or after the Distribution Date shall be subject to the terms of
the Forest Stock Option agreement evidencing such option after giving effect to
the foregoing provisions of this Section 3.1.  Not later than immediately before the
Distribution, Forest shall have taken such actions as may be required to effect
this Section 3.1.


 


Section 3.2                                      Unvested Options. 
Effective as of the Distribution Date, (a) each Spinco Employee
shall not be considered to have terminated employment with respect to each
Unvested Forest Stock Option held by such employee (and the applicable Forest
Incentive Plan as it relates to such option) and (b) each Unvested Forest
Stock Option held by such employee shall be subject to adjustment as provided
in the Merger Agreement.


 


5





















 


ARTICLE IV

GENERAL


 


Section 4.1                                      Sharing of Employee Information.  Forest and Spinco and their respective
authorized agents shall, subject to applicable laws on confidentiality, be
given reasonable and timely access to, and may make copies of, all information
relating to the subjects of this Agreement in the custody of the other party,
to the extent necessary for implementation of this Agreement.


 


Section 4.2                                      Non-Solicitation of Employees.  For a period of two years from the close of
the Distribution Date, Spinco, the Company and their respective Affiliates will
not, without the prior written consent of Forest, and Forest and its Affiliates
will not, without the prior written consent of Spinco or the Company, whether
directly or indirectly, solicit (in writing or orally) for employment or other
services, whether as an employee, officer, director, agent, consultant or
independent contractor, any person who or which is at the time of such
solicitation an employee, agent, representative, officer or director of the
other party or its Affiliates; provided, however, that this covenant shall not (a) apply
to any individual whose employment, agency, representative, officer, director
or consultant relationship with the other party has terminated or (b) prohibit
a general solicitation by advertisement or otherwise (and  from thereafter soliciting or hiring any
individual who responds to such general solicitation).


 


Section 4.3                                      Effect if Distribution Does Not Occur.  If the Distribution does not occur, then all
actions and events that are, under this Agreement, to be taken or occur
effective as of the Distribution Date, after the Distribution Date, or
otherwise in connection with the Distribution, shall not be taken or occur
except to the extent specifically agreed by Forest and Spinco.


 


Section 4.4                                      Relationship of Parties. 
Nothing in this Agreement shall be deemed or construed by the parties or
any third party as creating the relationship of principal and agent,
partnership or joint venture between the parties, it being understood and
agreed that no provision contained herein, and no act of the parties, shall be
deemed to create any relationship between the parties other than the
relationship set forth herein.


 


Section 4.5                                      Indemnification.


 


(a)                                  Except
as specifically otherwise provided in the other Transaction Agreements, Spinco
shall indemnify, defend and hold harmless the Forest Indemnitees from and
against all Indemnifiable Losses arising out of or relating to any Spinco
Employee Liability.  Except as
specifically otherwise provided in the other Transaction Agreements, Forest
shall indemnify, defend and hold harmless the Spinco Indemnitees from and
against all Indemnifiable Losses arising out of or relating to any Retained
Employee Liability.


 


(b)                                 Indemnification
for matters subject to the Tax Sharing Agreement is governed by the terms,
provisions and procedures of the Tax Sharing Agreement and not by this Section 4.5.


 


(c)                                  Forest
shall, and shall cause the other Forest Indemnitees to, notify Spinco in
writing promptly after learning of any Third-Party Claim for which any Forest
Indemnitee intends to seek indemnification from Spinco under this
Agreement.  Spinco shall, and shall cause
the other Spinco Indemnitees to, notify Forest in writing promptly after
learning of any Third-


 


6





















 


Party Claim for which any Spinco Indemnitee intends to
seek indemnification from Forest under this Agreement.  The failure of any Indemnitee to give such
notice shall not relieve any Indemnifying Party of its obligations under this Section 4.5
except to the extent that such Indemnifying Party is actually prejudiced by
such failure to give notice.  Such notice
shall describe such Third-Party Claim in reasonable detail and shall indicate
the amount (estimated if necessary) of the Indemnifiable Loss that has been
claimed against or may be sustained by such Indemnitee.


 


(d)                                 Except
as otherwise provided in paragraph (e) of this Section 4.5, an
Indemnifying Party may, by notice to the Indemnitee and to Forest, if Spinco is
the Indemnifying Party, or to the Indemnitee and Spinco, if Forest is the
Indemnifying Party, at any time after receipt by such Indemnifying Party of
such Indemnitee’s notice of a Third-Party Claim, undertake (itself or through
another member of the Group of which the Indemnifying Party is a member) the
defense or settlement of such Third-Party Claim, at such Indemnifying Party’s
own expense and by counsel reasonably satisfactory to the Indemnitee.  If an Indemnifying Party undertakes the
defense of any Third-Party Claim, such Indemnifying Party shall control the
investigation and defense or settlement thereof, and the Indemnitee may not
settle or compromise such Third-Party Claim, except that such Indemnifying Party
shall not (i) require any Indemnitee, without its prior written consent,
to take or refrain from taking any action in connection with such Third-Party
Claim, or make any public statement, which such Indemnitee reasonably considers
to be against its interests, or (ii) without the prior written consent of
the Indemnitee and of Forest, if the Indemnitee is a Forest Indemnitee, or the
Indemnitee and of Spinco, if the Indemnitee is a Spinco Indemnitee, consent to
any settlement that does not include as a part thereof an unconditional release
of the relevant Indemnitees from liability with respect to such Third-Party
Claim or that requires the Indemnitee or any of its Representatives or
Affiliates to make any payment that is not fully indemnified under this Agreement
or to be subject to any non-monetary remedy. 
Subject to the Indemnifying Party’s control rights, as specified herein,
the Indemnitees may participate in such investigation and defense, at their own
expense.  Following the provision of
notices to the Indemnifying Party, until such time as an Indemnifying Party has
undertaken the defense of any Third-Party Claim as provided herein, such
Indemnitee shall control the investigation and defense or settlement thereof,
without prejudice to its right to seek indemnification hereunder.


 


(e)                                  If
an Indemnitee reasonably determines that there may be legal defenses available
to it that are different from or in addition to those available to its
Indemnifying Party which make it inappropriate for the Indemnifying Party to
undertake the defense or settlement thereof, then such Indemnifying Party shall
not be entitled to undertake the defense or settlement of such Third-Party
Claim; and counsel for the Indemnifying Party shall be entitled to conduct the
defense of such Indemnifying Party and counsel for the Indemnitee (selected by
the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in
which case the reasonable fees, costs and expenses of such counsel for the
Indemnitee (but not more than one counsel reasonably satisfactory to the
Indemnifying Party) shall be paid by such Indemnifying Party, it being
understood that both such counsel shall cooperate with each other to conduct
the defense or settlement of such action as efficiently as possible.


 


(f)                                    In
no event shall an Indemnifying Party be liable for the fees and expenses of
more than one counsel for all Indemnitees (in addition to local counsel and its
own counsel, if 


 


7





















 


any) in connection with any one action, or separate
but similar or related actions, in the same jurisdiction arising out of the
same general allegations or circumstances.


 


(g)                                 If
the Indemnifying Party undertakes the defense or settlement of a Third-Party
Claim, the Indemnitee shall make available to the Indemnifying Party and its
counsel all information and documents reasonably available to it which relate
to any Third-Party Claim, and otherwise cooperate as may reasonably be required
in connection with the investigation, defense and settlement thereof, subject
to the terms and conditions of a mutually acceptable joint defense agreement.


 


(h)                                 The
amount that any Indemnifying Party is or may be required to pay to any
Indemnitee pursuant to this Section 4.5 shall be reduced (retroactively or
prospectively) by any insurance proceeds or other amounts actually recovered
from third parties by or on behalf of such Indemnitee in respect of the related
Indemnifiable Losses.  The existence of a
claim by an Indemnitee for insurance or against a third party in respect of any
Indemnifiable Loss shall not, however, delay or reduce any payment pursuant to
the indemnification provisions contained herein and otherwise determined to be
due and owing by an Indemnifying Party. 
Rather the Indemnifying Party shall make payment in full of such amount
so determined to be due and owing by it and, if, and to the extent that, there
exists a claim against any third party (other than an insurer) in respect of
such Indemnifiable Loss, the Indemnitee shall assign such claim against such
third party to the Indemnifying Party. 
Notwithstanding any other provisions of this Agreement, it is the
intention of the parties hereto that no insurer or any other third party shall
be (i) entitled to a benefit it would not be entitled to receive in the
absence of the foregoing indemnification provisions or (ii) relieved of
the responsibility to pay any claims for which it is obligated.  If an Indemnitee shall have received the
payment required by this Agreement from an Indemnifying Party in respect of any
Indemnifiable Losses and shall subsequently actually receive insurance proceeds
or other amounts in respect of such Indemnifiable Losses, then such Indemnitee
shall hold such insurance proceeds in trust for the benefit of such Indemnifying
Party and shall pay to such Indemnifying Party a sum equal to the amount of
such insurance proceeds or other amounts actually received, up to the aggregate
amount of any payments received from such Indemnifying Party pursuant to this
Agreement in respect of such Indemnifiable Losses.


 


(i)                                     The
remedies provided in this Section 4.5 shall be cumulative and shall not
preclude assertion by any Indemnitee of any other rights or the seeking of any
other remedies against any Indemnifying Party. 
However, the procedures set forth in this Section 4.5 shall be the
exclusive procedures governing any indemnity action brought under this
Agreement, except as otherwise specifically provided in any of the other
Transaction Agreements.


 


Section 4.6                                      Survival.  This
Agreement shall survive the Distribution Date.


 


Section 4.7                                      Notices.  Any notice,
demand, claim, or other communication under this Agreement shall be in writing
and shall be given in accordance with the provisions for giving notice under
the Distribution Agreement.


 


Section 4.8                                      Interpretation.  Words
in the singular shall be held to include the plural and vice versa and words of
one gender shall be held to include the other genders as the context
requires.  The terms “hereof,” “herein”
and “herewith” and other words of similar import shall, 


 


8





















 


unless otherwise
stated, be construed to refer to this Agreement as a whole (including all
schedules and any other exhibits hereto) and not to any particular provision of
this Agreement.  The word “including” and
the words “of similar import” when used in this Agreement shall mean “including,
without limitation,” unless the context otherwise requires or unless otherwise
specified.  The word “or” shall not be
exclusive.


 


Section 4.9                                      Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflict of laws.


 


Section 4.10                                No Assignment.  This
Agreement may not be assigned by either party (except by operation of law)
without the written consent of the other, and shall bind and inure to the
benefit of the parties hereto and their respective successors and permitted
assignees.


 


Section 4.11                                Third Party Beneficiary. 
The terms and provisions of this Agreement are intended solely for the
benefit of each party hereto, the Company and their respective successors or
permitted assignees, and it is not the intention of the parties to confer
third-party beneficiary rights upon any other person or entity.  For the avoidance of doubt, the parties agree
that the Company shall be a third party beneficiary of this Agreement.


 


Section 4.12                                Amendment.  This
Agreement may not be amended or supplemented except by an agreement in writing
signed by Forest and Spinco, with the consent of the Company.


 


Section 4.13                                Termination.  In the
event the Merger Agreement is terminated prior to the consummation of the
transactions contemplated by the Merger Agreement, this Agreement shall
terminate without further action by Forest or Spinco.


 


Section 4.14                                Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same
instrument.


 


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IN WITNESS WHEREOF, the
parties have caused this Employee Benefits Agreement to be executed as of the
day and year first above written.


 


	
   

  	
  FOREST OIL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SML WELLHEAD CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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