TO THE PORTION OF THE INSURANCE PREMIUMS PAID BY THE CORPORATION TO VENDOR FOR
THE VENDOR'S INSURANCE FOR THE PERIOD FROM THE CLOSING TIME TO THE EXPIRY DATE
OF THE COVERAGE PAID FOR UNDER EACH APPLICABLE POLICY PROVIDING VENDOR'S
INSURANCE, TO THE EXTENT THAT THOSE AMOUNTS ARE RECOVERABLE FROM THE APPLICABLE
INSURER PROVIDING THE VENDOR'S INSURANCE.
(B)
VENDOR SHALL CAUSE VENDOR'S INSURANCE TO BE MAINTAINED UNTIL
CLOSING.
9.12
EMPLOYEE RELATED MATTERS
(A)
FROM AND AFTER THE CLOSING, PURCHASER WILL ENSURE THAT THE
CORPORATION AND THE SUBSIDIARIES WILL:
51
(I)
HONOUR THEIR OBLIGATIONS TO PRESENT AND FORMER EMPLOYEES RELATING
TO THEIR EMPLOYMENT WITH THE CORPORATION OR ANY SUBSIDIARY, INCLUDING ALL
OBLIGATIONS AND LIABILITIES RELATING TO THE BENEFIT PLANS, REGARDLESS OF WHETHER
THOSE OBLIGATIONS AROSE OR RELATE TO ANY PERIOD BEFORE, ON OR AFTER CLOSING; AND
(II)
RECOGNIZE EACH EMPLOYEE'S ORIGINAL HIRE DATE WITH THE CORPORATION
OR ANY SUBSIDIARY, AND CREDIT THE EMPLOYEE WITH ALL SERVICE SO RECOGNIZED BY THE
CORPORATION OR ANY SUBSIDIARY IN THEIR BENEFIT PLANS, INCLUDING ALL PERIODS OF
EMPLOYMENT LEAVE, FOR ALL PURPOSES INCLUDING DEFINED CONTRIBUTION PARTICIPATION
SERVICE CREDIT (AS RECOGNIZED IN BENEFIT PLANS), ELIGIBILITY FOR, VESTING OF AND
LOCKING IN OF BENEFITS, AS APPLICABLE, UNDER EACH OF THE BENEFIT PLANS, AND IN
THE EVENT OF FUTURE TERMINATION OF EMPLOYMENT, ENTITLEMENT TO SEVERANCE
PAYMENTS.
(B)
VENDOR ACKNOWLEDGES THAT CERTAIN OF THE EMPLOYEES PARTICIPATE IN
STOCK BASED AND OTHER COMPENSATION PLANS SPONSORED BY UNOCAL OR ITS AFFILIATES
(OTHER THAN THE BENEFIT PLANS).
FROM AND AFTER THE DATE OF EXECUTION OF THIS
AGREEMENT, VENDOR SHALL PERMIT ACCESS BY PURCHASER TO THE EMPLOYEES FOR THE
PURPOSE OF COMMUNICATING PURCHASER'S PLANS FOR COMPENSATION AND BENEFIT PROGRAMS
AND PRACTICES AND PURCHASER MAY ENTER INTO AGREEMENTS WITH ONE OR MORE OF THOSE
EMPLOYEES RELATING TO EMPLOYMENT, COMPENSATION AND/OR BENEFITS FROM AND AFTER
THE CLOSING DATE.
PURCHASER SHALL PROVIDE TO VENDOR A COPY OF ANY WRITTEN
(INCLUDING ELECTRONIC) COMMUNICATIONS THAT PURCHASER PROPOSES BE PROVIDED TO
EMPLOYEES OR ANY OF THEM BEFORE THAT COMMUNICATION IS PROVIDED AND PURCHASER
WILL NOT UNREASONABLY REFUSE TO INCORPORATE VENDOR'S REQUESTED CHANGES IN ANY OF
THOSE COMMUNICATIONS.
9.13
CONSENT TO JURISDICTION
Each of the Parties and Unocal and Pogo:
(A)
IRREVOCABLY ATTORNS AND SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
OF EACH COURT OF COMPETENT JURISDICTION SITTING IN CALGARY, ALBERTA IN ANY CLAIM
ARISING OUT OF OR RELATED TO THIS AGREEMENT AND IRREVOCABLY AGREES THAT ALL
CLAIMS MAY BE HEARD AND DETERMINED IN THAT ALBERTA COURT;
(B)
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO
SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH CLAIM;
(C)
AGREES THAT A FINAL JUDGMENT IN ANY SUCH CLAIM SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY APPLICABLE LAW; AND
(D)
WAIVES TRIAL BY JURY TO ANY CLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT AND WAIVES ANY CLAIM TO PUNITIVE DAMAGES WITH RESPECT TO ANY
CLAIM.
Each of Purchaser and Pogo irrevocably appoints Fraser