{"id":39925,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-severance-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-severance-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-severance-agreement.html","title":{"rendered":"Executive Severance Agreement"},"content":{"rendered":"<pre>\n                         EXECUTIVE SEVERANCE AGREEMENT\n\n\n\nTHIS EXECUTIVE SEVERANCE AGREEMENT, made and entered into effective as of\n________________, 1999 (the 'Agreement'), is by and between BJ SERVICES COMPANY,\na Delaware corporation (the 'Company'), and ___________________________ (the\n'Employee').\n\n                                  WITNESSETH:\n\nWHEREAS, Employee has rendered outstanding service to the Company and Employee's\nexperience and knowledge of the affairs of the Company, and Employee's\nreputation and contacts are extremely valuable to the Company; and\n\nWHEREAS, in recognition of Employee's service to the Company and as an\ninducement to Employee to continue in the employ of the Company, the Company has\noffered Employee, among other things, this Agreement, and Employee has accepted\nthe Company's offer;\n\nNOW, THEREFORE, for and in consideration of the premises and the mutual\ncovenants and agreements herein contained, the Company and Employee hereby agree\nas follows.\n\n1.       TERM. This Agreement shall commence on the date hereof and shall \ncontinue until December 31, 1999; PROVIDED, HOWEVER, that commencing on \nJanuary 1, 2000 and on each January 1st thereafter, the term of this \nAgreement shall automatically be extended for one additional year unless at \nleast one year prior to such January 1st date the Company shall have given \nwritten notice to Employee that the term of this Agreement shall cease to be \nso extended PROVIDED FURTHER that, , this Agreement shall automatically \nterminate in all events upon the termination of the Employee's employment for \nany reason prior to the commencement of the Protected Period, except as set \nforth in Section 2. Notwithstanding anything in this Agreement to the \ncontrary however, this Agreement may not be terminated and shall remain in \nfull force and effect for at least two (2) years following a Change in \nControl, and such additional time as may be necessary to give effect to its \nterms.\n\n2.       TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. Employee \nshall be entitled to the benefits specified in Sections 3(iii) and 4 if (i) a \nChange in Control occurs while Employee is employed by the Company, and this \nAgreement is in effect, and (ii) during the Protected Period Employee's \nemployment is terminated without Cause by the Company, for Good Reason by \nEmployee, or by Employee without Good Reason with the consent of the \nCompany's Board of Directors ('Board'). If Employee's employment is \nterminated due to Disability or death, or for Cause, then Employee shall not \nbe entitled to any benefits under this Agreement except as specified in \nSections 3(i) and 3(ii) . No benefits hereunder are payable prior to the date \non which a Change in Control occurs unless otherwise approved by the Board of \nDirectors of the Company. For purposes of this Agreement, the 'Protected \nPeriod' shall mean the period of time beginning with the Change in Control \nand ending on the second anniversary of such Change in Control; PROVIDED, \nHOWEVER, if Employee's employment with the Company \n\n\n\nterminates prior to, but within six months of, the date on which a Change in\nControl occurs, and it is reasonably demonstrated by Employee that such\ntermination of employment was (i) by the Company in connection with or in\nanticipation of the Change in Control or (ii) by Employee under circumstances\nwhich would have constituted Good Reason if the circumstances arose on or after\nthe Change in Control, then for all purposes of this Agreement the Change in\nControl shall be deemed to have occurred, and the Protected Period shall be\ndeemed to have commenced, on the date immediately prior to the date of such\ntermination of Employee's employment.\n\n         (i) DISABILITY. If, as a result of Employee's incapacity due to\nphysical or mental illness, Employee shall have been absent from Employee's\nduties with the Company on a full-time basis for 180 consecutive calendar days,\nand within 30 days after written Notice of Termination (as defined hereinafter)\nEmployee shall not have returned to the full-time performance of Employee's\nduties, the Company may thereafter notify Employee of termination, which notice\nshall, for purposes of this Agreement, constitute termination of Employee's\nemployment for 'Disability'; PROVIDED, HOWEVER, a termination of Employee's\nemployment for Disability under this Agreement shall not by itself alter or\nimpair (A) Employee's rights as a 'disabled employee' or otherwise under any of\nthe Company's employee benefit plans or (B) Employee's status as an 'employee'\nfor any other purpose.\n\n         (ii) CAUSE. The Company may terminate Employee's employment for Cause.\nFor the purposes of this Agreement, the Company shall have 'Cause' to terminate\nEmployee's employment hereunder only (A) upon the willful and continued failure\nby Employee to perform substantially Employee's duties with the Company, other\nthan any such failure resulting from Employee's incapacity due to physical or\nmental illness, which failure continues unabated after a demand for substantial\nperformance is delivered to Employee by the Board that specifically identified\nthe manner in which the Board believes that Employee has not substantially\nperformed Employee's duties, (B) if Employee willfully engages in gross\nmisconduct materially and demonstrably injurious to the Company or (C) upon\nfraud, misappropriation or embezzlement related to the business of the Company\non the part of Employee. For purposes of this paragraph, an act or failure to\nact on Employee's part shall be considered 'willful' if done or omitted to be\ndone by Employee otherwise than in good faith and without reasonable belief that\nEmployee's action or omission was in the best interest of the Company.\nNotwithstanding the foregoing, Employee shall not be deemed to have been\nterminated by the Company for Cause unless and until the Company shall have\ndelivered to Employee a copy of a resolution duly adopted by the affirmative\nvote of not less than three-quarters of the entire membership of the Board, at a\nmeeting of the Board called and held for the purpose (after reasonable notice to\nEmployee and an opportunity for Employee, together with Employee's counsel, to\nbe heard before the Board), finding that in the good-faith opinion of the Board\nEmployee was guilty of conduct constituting Cause hereunder and specifying the\nparticulars thereof in reasonable detail.\n\n         (iii) GOOD REASON. Employee may terminate Employee's employment for\nGood Reason. For purposes of this Agreement 'Good Reason' shall mean any of the\nfollowing:\n\n                  (A) Employee is assigned any duties materially inconsistent\nwith Employee's positions, duties, responsibilities and status with the Company\nimmediately prior to a Change in Control, or Employee's reporting\nresponsibilities, titles or offices are materially changed in an \n\n                                                                               2\n\n\n\nadverse manner from those in effect immediately prior to such Change in Control.\n(As an illustration, a change from an officer of a publicly traded company to an\nofficer of a subsidiary of another company would be considered a material change\nin the Employee's reporting responsibility, title and office.) or Employee is\nremoved from or is not re-elected or appointed to any of such material\nresponsibilities, titles, offices or positions, except in each case in\nconnection with the termination of Employee's employment for Cause, or\nDisability, or as a result of Employee's death, or by Employee for other than\nGood Reason and excluding an isolated, insubstantial and inadvertent action not\ntaken in bad faith and which is remedied by the Company promptly after receipt\nof notice thereof given by Employee; provided, however, that if the Executive\nCompensation Committee of the Board of Directors of the Company makes a\ndetermination, prior to a Change in Control, that the Change in Control is a\n'merger of equals' for the purposes of this section 2(iii)(A), and delivers\nwritten notice to the Employee that the transaction has been designated a\n'merger of equals' for purposes of this section 2(iii)(A), and that shorter time\nperiods may apply under this section, then the following additional provisions\nshall apply: In the event that (x) Employee remains employed as an officer of a\npublicly-traded company following the Change in Control but (y) an event or\nevents occur within the first six months of the Protected Period which\nconstitute Good Reason and Employee chooses to terminate his or her employment\nfor Good Reason, then employee must deliver his or her Notice of Termination (as\ndefined in paragraph (iv) below) on or before the date which is six months after\nthe event that constituted Good Reason, or else lose the right to terminate for\nGood Reason based on such event or events and provided, further, that if, during\nthe final eighteen months of the Protected Period, additional events occur which\nalso constitute Good Reason, then Employee shall be entitled to terminate his or\nher employment for Good Reason at any time pursuant to the terms of this\nAgreement; or\n\n                  (B) Employee's annual rate of base salary is reduced from that\nin effect immediately prior to a Change in Control or as the same may be\nincreased from time to time thereafter (such annual rate of base salary, as so\nincreased (if applicable) but prior to such reduction, is referred to\nhereinafter as the 'Base Salary'); or\n\n                  (C) the Company fails to continue the Company's annual cash\nbonus plan for executives as the same may be modified from time to time, but\nsubstantially in the form in effect prior to the date of the Change in Control\n(the 'Bonus Plan'), (unless the Bonus Plan is replaced within a reasonable time\nwith a substantively similar plan (the 'Substitute Plan') or fails to continue\nEmployee as a participant in the Bonus Plan or the Substitute Plan, or reduces\nEmployee's 'Entry Level,' 'Expected Value,' or 'Over-Achievement' guideline\npercentages under the Bonus Plan or the Substitute Plan from that in effect\nimmediately prior to a Change in Control or as increased thereafter with respect\nto Employee; or\n\n                  (D) the Company fails to continue in effect any material\nbenefit or compensation plan, including, but not limited to, the Company's 1990\nStock Incentive Plan, 1995 Incentive Plan, 1997 Incentive Plan, qualified\nretirement plan, executive life insurance plan, perquisite plan, and\/or health\nand accident plan, in which Employee is participating immediately prior to a\nChange in Control, or plans providing Employee with substantially similar\nbenefits, or the Company takes any action that would materially adversely affect\nEmployee's participation in or \n\n                                                                               3\n\n\n\nreduce Employee's benefits under any of such plans (excluding any such action by\nthe Company that is required by law); or\n\n                  (E) the Employee is required to relocate to a location more\nthan 50 miles from where his office was located at the date of the Change in\nControl (except for required travel on company business to an extent\nsubstantially consistent with Employee's past business travel obligations to the\nCompany); or\n\n                  (F) the Company fails to obtain the assumption of the\nobligation to perform this Agreement by any successor as contemplated in Section\n6 hereof; or\n\n                  (G) any purported termination of Employee's employment by the\nCompany that is not effected pursuant to a Notice of Termination satisfying the\nrequirements of subparagraph (iv) below and, if applicable, the procedures\ndescribed in subparagraph (ii) above; and for purposes of this Agreement, no\nsuch purported termination shall be effective; or\n\n                  (H) the amendment, modification or repeal of any provision of\nthe Articles of Incorporation or Bylaws of the Company that was in effect\nimmediately prior to such Change in Control, if such amendment, modification or\nrepeal would materially adversely affect Employee's rights to indemnification by\nthe Company; or\n\n                  (I) the Company shall violate or breach any obligation of the\nCompany in effect immediately prior to such Change in Control, regardless\nwhether such obligation be set forth in the Bylaws of the Company and\/or in a\nseparate agreement entered into between the Company and Employee, to indemnify\nEmployee against any claim, loss, expense or liability sustained or incurred by\nEmployee by reason, in whole or in part, of the fact that Employee is or was an\nofficer or director of the Company.\n\n         (iv) NOTICE OF TERMINATION. Any termination by the Company pursuant to\nsubparagraphs (i) or (ii) above or by Employee pursuant to subparagraph (iii)\nabove shall be communicated by written Notice of Termination to the other party\nhereto. For purposes of this Agreement, a 'Notice of Termination' shall mean a\nnotice that shall indicate the specific termination provision in this Agreement\nrelied upon and shall set forth in reasonable detail the facts and circumstances\nclaimed to provide a basis for termination of Employee's employment under the\nprovision so indicated.\n\n         (v) DATE OF TERMINATION. 'Date of Termination' shall mean (A) if\nEmployee is terminated for Disability, 30 days after Notice of Termination is\ngiven, provided that Employee shall not have returned to the performance of\nEmployee's duties on a full-time basis during such 30-day period, (B) if\nEmployee's employment is terminated pursuant to subparagraph (iii) above, the\ndate specified in the Notice of Termination, (C) with respect to a termination\nof employment prior to a Change in Control, the date of such termination, and\n(D) if Employee's employment is terminated for any other reason on or after a\nChange in Control, the date on which a Notice of Termination is given, PROVIDED,\nHOWEVER, in the event of any dispute or controversy concerning Employee's\nentitlement to payment under this Agreement, solely for purposes of Section\n3(iii), \n\n                                                                               4\n\n\n\nconcerning the timing of the payment of amounts under this Agreement, the 'Date\nof Termination' shall mean the date of final resolution of such dispute or\ncontroversy.\n\n3.       COMPENSATION DURING DISABILITY OR UPON TERMINATION.\n\n         (i) If during the Protected Period Employee fails to perform Employee's\nnormal duties as a result of incapacity due to physical or mental illness,\nEmployee shall continue during the period of disability to receive Employee's\nfull Base Salary at the rate then in effect and any awards, deferred and\nnon-deferred, payable during such period of disability under the Bonus Plan,\nless any amounts paid to Employee during such period of disability pursuant to\nthe Company's sick-leave or disability program until Employee's employment is\nterminated for Disability pursuant to Section 2(i) hereof. This Section 3(i)\nshall not reduce or impair Employee's rights to terminate his employment for\nGood Reason (to the extent such rights existed prior to such Disability) or with\nthe consent of the Board as otherwise provided herein.\n\n         (ii) If during the Protected Period Employee's employment shall be\nterminated for Cause, the Company shall pay Employee's earned but unpaid Base\nSalary through the Date of Termination at the rate in effect at the time of\nNotice of Termination is given and the Company shall have no further obligations\nto Employee under this Agreement, except those arising hereunder or under the\nterms of any Company benefit plans, prior to the Date of Termination.\n\n         (iii) If during the Protected Period the Company shall terminate\nEmployee other than pursuant to Section 2(i) or 2(ii) hereof, or if during the\nProtected Period Employee shall terminate Employee's employment either for Good\nReason or with the consent of the Board, then, subject to Section 4 and the\nfollowing provisions hereof, the Company shall pay to Employee, in a single lump\nsum by certified or bank cashier's check within five days of such Date of\nTermination, the sum of the amounts specified in subparagraphs (A) through (E)\nbelow and also shall provide Employee the continued employee welfare benefits as\nprovided in subparagraph (F) below:\n\n                  (A) an amount equal to three times the sum of (i) Employee's\nBase Salary and (ii) the bonus that Employee would receive using the Expected\nValue guideline percentage under the Bonus Plan (the 'EV Bonus Amount');\n\n                  (B) an amount equal to the product of (i) the higher of (a)\nthe EV Bonus Amount or (b) the bonus that the Employee would receive under the\nBonus Plan based on the performance of the Company for the then current fiscal\nyear, as of the date of the Change in Control and (ii) a fraction, the numerator\nof which is the number of days in the current fiscal year under the Bonus Plan\nthat have elapsed on the Date of Termination and the denominator of which is\n365;\n\n                  (C) an amount equal to that portion of Employee's Base Salary\nearned, but not paid, and vacation earned, but not taken, in each case, to the\nDate of Termination, and all other amounts previously deferred by Employee or\nearned but not paid as of such date under all Company incentive or deferred\ncompensation plans or programs;\n\n                                                                               5\n\n\n\n                  (D) an amount, with respect to all outstanding unvested and\nunexercisable awards that have been granted Employee after a Change in Control\nunder the Company's 1990 Stock Incentive Plan, 1995 Incentive Plan, and 1997\nIncentive Plan or any successor or similar stock compensation plan, equal to the\nsum of (i) the value of all such unvested (or unearned) shares of Performance\nStock and Performance Units (determined as if all restrictions had lapsed and\nall performance goals had been achieved to the fullest extent) and (ii) the\nexcess of the exercise price of each such unexercisable option and appreciation\nright over the closing price of the common shares of the Company stock on the\nDate of Termination as reported on the national exchange on which the trading\nvolume for such stock is highest;\n\n                  (E) an amount equal to three times the product of (A) the\nhighest number of options granted Employee in any grant in the last three years,\nprovided that if any such grant was intended to represent more than a single\nyear's grant, the number shall be adjusted to equate to an annualized amount for\npurposes of this computation (it being understood that with respect to the stock\noption grant made on October 12, 1998, one-half of such grant is considered to\nbe the annual grant for 1998 and one-half of such grant is considered to be the\nannual grant for 1999) and (B) the value of such options as of the date they\nwere granted, using the Black-Scholes method of valuation (such value to be\ndetermined by the Executive Compensation Committee of the Board of Directors of\nthe Company prior to the date of such Change in Control);\n\n                  (F) the Company shall at all times during the three year\nperiod following the Date of Termination (the 'Continuation Period') maintain in\nfull force and effect for the continued benefit of Employee and Employee's\neligible dependents all life (including executive life), accidental death and\ndismemberment, and medical and dental insurance benefits available to Employee\nand Employee's eligible dependents by virtue of being an employee of the Company\nimmediately prior to such termination, PROVIDED that Employee's continued\nparticipation is possible under the general terms and provisions of such plans\nand programs (or any successor thereto); PROVIDED, HOWEVER, if Employee retires\non the Date of Termination or if Employee would have been eligible to retire\nwithin five years of the Date of Termination, Employee's participation shall\ncontinue in such group plans and programs to the extent such group plans and\nprograms provide benefits for retirees. In the event that participation by\nEmployee in any such plan or program after the Date of Termination is barred\npursuant to the terms thereof, the Company shall obtain at the Company's expense\nand without any additional cost or liability to the Employee comparable coverage\nunder individual policies for Employee (and Employee's dependents). At the end\nof the Continuation Period (except as provided below with respect to COBRA\nbenefits, if elected by Employee), the Company shall arrange to make available\nto Employee and his eligible dependents comparable insurance coverage by\nenabling Employee to convert Employee's coverage under the Company's group plans\nor programs to an individual policy for the benefit of Employee and Employee's\neligible dependents, or to assume any individual policies obtained by the\nCompany for Employee's benefit, with Employee paying the full premiums after the\nend of the Continuation Period. Nothing in this subparagraph (F) shall operate\nto reduce, or be construed as reducing, Employee's (or a beneficiary's) group\nhealth plan continuation rights under COBRA in any manner and upon the end of\nthe Continuation Period Employee (or Employee's beneficiary(ies)), if otherwise\neligible, will be entitled to elect COBRA continuation coverage for the full\nperiod applicable as if that were Employee's termination date. In the event\nEmployee becomes covered by another employer's group plan or \n\n                                                                               6\n\n\n\nprograms as a result of Employee's employment during the Continuation Period,\nthe Company's plans or programs shall be liable for benefits only to the extent\nsuch benefits are not covered by the subsequent employer's plans or programs;\nand\n\n                  (G) the Company shall, at its sole expense as incurred,\nprovide the Employee with outplacement services the scope and provider of which\nshall be selected by the Employee in his or her sole discretion.\n\n         As a condition to the receipt of any benefit under this Agreement,\nEmployee must first execute and deliver to the Company a release, substantially\nin the form attached hereto as Attachment A, releasing the Company, its\nofficers, directors, employees and agents from any and all claims and from any\nand all causes of action of any kind or character that Employee may have arising\nout of Employee's employment with the Company or the termination of such\nemployment, but excluding (i) any claims and causes of action that Employee may\nhave arising under or based upon this Agreement, (ii) rights under stock-based\nincentive plans arising in connection with a change in control, (iii) rights\nunder directors' and officers' indemnification insurance, and (iv) rights of\nindemnity under articles of incorporation, bylaws, contracts, law, or otherwise,\n(v) rights under Company-sponsored retirement plans, including, without\nlimitation '401(k)' plans and 'Rabbi trusts', and (vi) rights under the\nCompany's 'KEYSOP' (Key Executive Stock Option Plan) and arrangements for\ndeferred compensation.\n\n4.       GROSS-UP OF PARACHUTE PAYMENTS.\n\n         (i) To provide Employee with adequate protection in connection with his\nongoing employment with the Company, this Agreement provides Employee with\nvarious benefits in the event of termination of Employee's employment with the\nCompany during the Protected Period. If Employee's employment is terminated\nfollowing a 'change in control' of the Company, within the meaning of Section\n28OG of the Internal Revenue Code of 1986, as amended (the 'Code'), a portion of\nthose benefits could be characterized as 'excess parachute payments' within the\nmeaning of Section 28OG of the Code. The parties hereto acknowledge that the\nprotections set forth in this Section 4 are important, and it is agreed that\nEmployee should not have to bear the burden of any excise tax that might be\nlevied under Section 4999 of the Code, in the event that a portion of the\nbenefits payable to Employee pursuant to this Agreement are treated as an excess\nparachute payment. The parties, therefore, have agreed as set forth in this\nSection 4.\n\n         (ii) Anything in this Agreement to the contrary notwithstanding, if it\nshall be determined that any payment or distribution by the Company or any other\nperson to or for the benefit of Employee (whether paid or payable or distributed\nor distributable pursuant to the terms of this Agreement or otherwise, but\ndetermined without regard to any additional payments required under this Section\n4) (including, without limitation, any cost associated with any continued\nwelfare plan coverage, welfare benefits, or any reimbursements of any\narbitration or litigation costs and expenses under Section 15) (a 'Payment')\nwould be subject to the excise tax imposed by Section 4999 of the Code or any\ninterest or penalties are incurred by the Employee with respect to such excise\ntax (such excise tax, together with any such interest and penalties, are\nhereinafter collectively referred to as the 'Excise Tax'), then the Company\nshall pay, in accordance with Section 4(iii), an additional payment (a 'Gross-Up\nPayment') in an amount \n\n                                                                               7\n\n\n\nsuch that after payment by Employee of all taxes (including any interest or\npenalties imposed with respect to such taxes), including, without limitation,\nany income or other taxes (and any interest and penalties imposed with respect\nthereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an\namount of the Gross-Up Payment equal to the Excise Tax imposed upon the\nPayments.\n\n         (iii) Subject to the provisions of Section 4(iv), all determinations\nrequired to be made under this Section 4, including whether and when a Gross-Up\nPayment is required and the amount of such Gross-Up Payment and the assumptions\nto be utilized in arriving at such determination, shall be made by an\nindependent public accounting firm with a national reputation that is selected\nby Employee (the 'Accounting Firm') which shall provide detailed preliminary\ncalculations both to the Company and to Employee within 15 business days after\nthe receipt of notice from the Company that there has been a Payment, or such\nearlier time as is requested by the Employee and shall provide the actual amount\nof the Gross-Up Payment each year. In the event that the Accounting Firm is\nserving as accountant or auditor for the individual, entity or group effecting\nthe change in control of the Company, Employee shall appoint another nationally\nrecognized accounting firm to make the determinations required hereunder (which\naccounting firm shall then be referred to as the Accounting Firm hereunder). All\nfees and expenses of the Accounting Firm shall be borne solely by the Company.\n(The Company shall indemnify and hold harmless Employee, on an after-tax basis,\nfor any Excise Tax or income or other tax (including interest and penalties with\nrespect thereto) imposed on Employee as a result of such payment of fees and\nexpenses.) Any Gross-Up Payment, as determined pursuant to this Section 4, shall\nbe paid by the Company on behalf of Employee to the applicable tax authorities\nprior to the time any such payments are due to be paid to the Internal Revenue\nService. If the Accounting Firm determines that no Excise Tax is payable by\nEmployee, it shall furnish Employee with a written opinion that failure to\nreport the Excise Tax on Employee's applicable federal income tax return would\nnot result in the imposition of a negligence or similar penalty. Any\ndetermination by the Accounting Firm shall be binding upon the Company and\nEmployee; provided, however, that such determination may be changed to reflect\nthe outcome of a dispute under Section 4(iv). As a result of the uncertainty in\nthe application of Section 4999 of the Code at the time of the initial\ndetermination by the Accounting Firm hereunder, it is possible that Gross-Up\nPayments which will not have been made by the Company should have been made\n('Underpayment'), consistent with the calculations required to be made\nhereunder. If the Company exhausts its remedies pursuant to Section 4(iv) and\nEmployee thereafter is required to make a payment of any Excise Tax, the\nAccounting Firm shall determine the amount of the Underpayment that has occurred\nand any such Underpayment shall be promptly paid by the Company to or for the\nbenefit of Employee.\n\n         (iv) Employee shall notify the Company in writing of any claim\n(including any threatened tax lien related to or based upon any such claim) by\nthe Internal Revenue Service that, if successful, would require the payment by\nthe Company of the Gross-Up Payment. Such notification shall apprise the Company\nof the nature of such claim and the date on which such claim is requested to be\npaid. Employee shall not pay such claim prior to the expiration of the 30-day\nperiod following the date on which Employee gives such notice to the Company (or\nsuch shorter period ending on the date that any payment of taxes with respect to\nsuch claim is due or such tax lien would be imposed). If the Company notifies\nEmployee in writing prior to the \n\n                                                                               8\n\n\n\nexpiration of such period that it desires to contest such claim (or threatened\nlien), Employee shall:\n\n                  (A) give the Company any information reasonably requested by\nthe Company relating to such claim (or threatened lien);\n\n                  (B) take such action in connection with contesting such claim\n(or threatened lien) as the Company shall reasonably request in writing from\ntime to time, including, without limitation, accepting legal representation with\nrespect to such claim by an attorney reasonably selected by the Company;\n\n                  (C) cooperate with the Company in good faith in order\neffectively to contest such claim (or threatened lien); and\n\n                  (D)  permit the Company to participate in any proceedings \nrelating to such claim (or threatened lien);\n\nPROVIDED, HOWEVER, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold Employee harmless, on an\nafter-tax basis, for any Excise Tax or income or other tax (including interest\nand penalties with respect thereto) imposed as a result of such representation\nand payment of costs and expenses. Without limitation on the foregoing\nprovisions of this Section 4(iv), the Company shall control all proceedings\ntaken in connection with such contest and, at its sole option, may pursue or\nforgo any and all administrative appeals, proceedings, hearings and conferences\nwith the taxing authority in respect of such claim and may, at its sole option,\neither direct Employee to pay the tax claimed and sue for a refund or contest\nthe claim in any permissible manner, and Employee agrees to prosecute such\ncontest to a determination before any administrative tribunal, in a court of\ninitial jurisdiction and in one or more appellate courts, as Employee shall\ndetermine (but in no event shall the Company permit or direct Employee to allow\na tax lien to be imposed on Employee's property); PROVIDED, FURTHER, that if the\nCompany directs Employee to pay such claim and sue for a refund, the Company\nshall advance the amount of such payment to Employee, on an interest-free basis,\nand shall indemnify and hold Employee harmless on an after-tax basis, from any\nExcise Tax or income or other tax (including interest or penalties with respect\nthereto) imposed with respect to such advance or with respect to any imputed\nincome with respect to such advance; and FURTHER PROVIDED that any extension of\nthe statute of limitations relating to payment of taxes for the taxable year of\nEmployee with respect to which such contested amount is claimed to be due is\nlimited solely to such contested amount. In addition, the Company's control of\nthe contest shall be limited to issues with respect to which a Gross-Up Payment\nwould be payable hereunder and Employee shall be entitled to settle or contest,\nas the case may be, any other issue raised by the Internal Revenue Service or\nany other taxing authority.\n\n         (v) If, after the receipt by Employee of an amount advanced by the\nCompany pursuant to Section 4(iv), Employee becomes entitled to receive any\nrefund with respect to such claim, Employee shall (subject to the Company's\ncomplying with the requirements of Section 4(iv)) promptly pay to the Company\nthe amount of such refund (together with any interest paid or \n\n                                                                               9\n\n\n\ncredited thereon after taxes applicable thereto). If after the receipt by\nEmployee of an amount advanced by the Company pursuant to Section 4(iv), a\ndetermination is made that Employee shall not be entitled to any refund with\nrespect to such claim and the Company does not notify Employee in writing of its\nintent to contest such denial of refund prior to the expiration of 30 days after\nsuch determination, then such advance shall be forgiven and shall not be\nrequired to be repaid and the amount of such advance shall offset, to the extent\nthereof, the amount of Gross-Up Payment required to be paid.\n\n5.       NO MITIGATION OF DAMAGES AND EXPENSES.\n\n         (i) The provisions of this Agreement are not intended to, nor shall\nthey be construed to, require that Employee seek or accept other employment\nfollowing a termination of employment and, except to the extent provided in\nSection 3(iii)(F) of this Agreement, amounts payable and welfare benefits\nprovided under this Agreement to Employee shall not be reduced by Employee's\nacceptance of (or failure to seek or accept) employment with another person. The\nCompany's obligations to make the payments and provide the welfare benefits\nrequired for in this Agreement and otherwise to perform its obligations\nhereunder shall not be affected by any set off, counterclaim, recoupment,\ndefense or other claim, rights or action that the Company may have against the\nEmployee or others.\n\n         (ii) If any contest or dispute (including, without limitation, in\naccordance with Section 15) shall arise under this Agreement involving\ntermination of Employee's employment with the Company or involving the validity\nor enforceability of, or liability under, any provision of this Agreement, then\n(regardless of the outcome thereof, unless it shall be determined by a court of\ncompetent jurisdiction in a final, non-appealable decision or by an arbitrator\nin an arbitration proceeding in a final, non-appealable decision that Employee's\nemployment was properly terminated for Cause within the meaning of and in\naccordance with Section 2(ii) hereof), the Company shall reimburse Employee, on\na current basis, for all legal fees and expenses, if any, incurred by Employee\nin connection with such contest or dispute, together with interest in an amount\nequal to the three-month U. S. Treasury bill rate, from time to time in effect\nbut in no event higher than the maximum legal rate permissible under applicable\nlaw, such interest to accrue from the date such payment(s) become due through\nthe date of payment thereof.\n\n6.       SUCCESSORS; BINDING AGREEMENT.\n\n         (i) The Company will require any successor, whether direct or indirect,\nby purchase, merger, consolidation or otherwise, of all or substantially all of\nthe business and\/or assets of the Company, expressly to assume and agree to\nperform this Agreement in the same manner and to the same extent as the Company\nwould have been required if no such succession had taken place. Failure of the\nCompany to obtain such agreement prior to the effectiveness of any such\nsuccession shall be a breach of this Agreement and shall entitle Employee to\ncompensation from the Company in the same amount and on the same terms as\nEmployee would be entitled hereunder if Employee terminated Employee's\nemployment for Good Reason, except that for purposes of implementing the\nforegoing, the date on which any such succession becomes effective shall be\ndeemed the Date of Termination. As used in this Agreement, 'Company' shall mean\nthe Company as hereinbefore defined and any successor to its business and\/or\nassets as \n\n                                                                              10\n\n\n\naforesaid that executes and delivers the agreement provided for in this Section\n6 or which otherwise becomes bound by all the terms and provisions of this\nAgreement by operation of law.\n\n         (ii) This Agreement shall inure to the benefit of and be enforceable by\nEmployee's personal or legal representatives, executors, administrators,\nsuccessors, heirs, distributees, devisees and legatees. If Employee should die\nwhile any amounts would still be payable or benefits provided to Employee\nhereunder if Employee had continued to live, all such amounts and benefits,\nunless otherwise provided herein, shall be paid and continue to be provided in\naccordance with the terms of this Agreement to Employee's beneficiary.\n\n7.       NOTICE. For the purpose of this Agreement, notices and all other\ncommunications provided for herein shall be in writing and shall be deemed to\nhave been duly given when delivered or five days after deposit in the United\nStates mail, registered and return receipt requested, postage prepaid, addressed\nto the respective addresses set forth on the last page of this Agreement,\nprovided that all notices to the Company shall be directed to the office of\ncorporate secretary of the Company, with a copy to the Secretary of the Company,\nor to such other address as either party shall have furnished to the other in\nwriting in accordance herewith, except that notices of change of address shall\nbe effective only upon receipt.\n\n8.       CHANGE IN CONTROL. For purposes of this Agreement, a Change in \nControl shall be deemed to have occurred upon, and shall mean:\n\n         (i) The acquisition by any individual, entity or group (within the\nmeaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,\nas amended (the 'Exchange Act')) (a 'Person') of beneficial ownership (within\nthe meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of\neither (1) the then outstanding shares of Common Stock of the Company (the\n'Outstanding Company Common Stock') or (2) the combined voting power of the then\noutstanding voting securities of the Company entitled to vote generally in the\nelection of directors (the 'Outstanding Company Voting Securities'); PROVIDED,\nHOWEVER, that the following acquisitions shall not constitute a Change of\nControl: (v) any acquisition directly from the Company (excluding an acquisition\nby virtue of the exercise of a conversion privilege, (w) any acquisition by the\nCompany, (x) any acquisition by any employee benefit plan(s) (or related\ntrust(s)) sponsored or maintained by the Company or any corporation controlled\nby the Company or (y) any acquisition by any corporation pursuant to a\nreorganization, merger or consolidation, if, immediately following such\nreorganization, merger or consolidation, the conditions described in clauses\n(1), (2) and (3) of subparagraph (iii) of this Section 8 are satisfied, or (z)\nany such acquisition if the Board of Directors of the Company determines in good\nfaith that a Person which has acquired more than a 25% interest in the\nOutstanding Company Common Stock or the Outstanding Company Voting Securities\nhas done so inadvertently (including, without limitation, because such person\nwas unaware that it beneficially owned a 25% interest) and without any intention\nof changing or influencing control of the Company, and such Person, as promptly\nas practicable (but no longer than ninety days) after being advised of such\ndetermination divested or divests himself or itself of beneficial ownership of a\nsufficient amount such that such Person no longer has beneficial ownership of\n25% or more of either the Outstanding Company Common Stock or the Outstanding\nCompany Voting Securities, or\n\n                                                                              11\n\n\n\n         (ii) Individuals who, as of the date hereof, constitute the Company's\nBoard of Directors (the 'Incumbent Board'), cease for any reason to constitute\nat least a majority of the Company's Board of Directors; PROVIDED, HOWEVER, that\nany individual becoming a director subsequent to the date hereof whose election,\nor nomination for election by the Company's stockholders, was approved by a vote\nof at least a majority of the directors then comprising the Incumbent Board\nshall be considered as though such individual were a member of the Incumbent\nBoard, but excluding, for this purpose, any such individual whose initial\nassumption of office occurs as a result of either (1) an actual or threatened\nelection contest (as such terms are used in Rule 14a-11 of Regulation 14A\npromulgated under the Exchange Act), or an actual or threatened solicitation of\nproxies or consents by or on behalf of a Person other than the Company's Board\nof Directors or (2) a plan or agreement to replace a majority of the members of\nthe Company's Board of Directors then comprising the Incumbent Board; or\n\n         (iii) Approval by the stockholders of the Company of a reorganization,\nmerger or consolidation, in each case unless, immediately following such\nreorganization, merger or consolidation, (1) more than 60% of, respectively, the\nthen outstanding shares of common stock of the corporation resulting from such\nreorganization, merger or consolidation (including, without limitation, a\ncorporation which as a result of such transaction owns the Company through one\nor more subsidiaries) and the combined voting power of the then outstanding\nvoting securities of such corporation entitled to vote generally in the election\nof directors is then beneficially owned, directly or indirectly, by all or\nsubstantially all of the individuals and entities who were the beneficial\nowners, respectively, of the Outstanding Company Common Stock and Outstanding\nCompany Voting Securities immediately prior to such reorganization, merger or\nconsolidation in substantially the same proportions as their ownership,\nimmediately prior to such reorganization, merger or consolidation, of the\nOutstanding Company Common Stock and Outstanding Company Voting Securities, as\nthe case may be, (2) no Person (excluding the Company, any employee benefit\nplan(s) (or related trust(s)) of the Company and\/or its subsidiaries or any\nPerson beneficially owning, immediately prior to such reorganization, merger or\nconsolidation, directly or indirectly, 25% or more of the Outstanding Company\nCommon Stock or Outstanding Company Voting Securities, as the case may be)\nbeneficially owns, directly or indirectly 25% or more of, respectively, the then\noutstanding shares of common stock of the corporation resulting from such\nreorganization, merger or consolidation or the combined voting power of the then\noutstanding voting securities of such corporation entitled to vote generally in\nthe election of directors and (3) at least a majority of the members of the\nboard of directors of the corporation resulting from such reorganization, merger\nor consolidation were members of the Incumbent Board at the time of the\nexecution of the initial agreement providing for such reorganization, merger or\nconsolidation; or\n\n         (iv) Approval by the stockholders of the Company of (1) a complete\nliquidation or dissolution of the Company or (2) the sale or other disposition\nof all or substantially all of the assets of the Company, other than to a\ncorporation, with respect to which immediately following such sale or other\ndisposition, (A) more than 60% of, respectively, the then outstanding shares of\ncommon stock of such corporation and the combined voting power of the then\noutstanding voting securities of such corporation entitled to vote generally in\nthe election of directors is then beneficially owned, directly or indirectly, by\nall or substantially all of the individuals and entities who were the beneficial\nowners, respectively, of the Outstanding Company Common Stock and Outstanding\nCompany Voting Securities immediately prior to such sale or other disposition in\nsubstantially the same proportion as their ownership, immediately prior to such\nsale or other disposition, of the Outstanding Company Common Stock and\n\n                                                                              12\n\n\n\nOutstanding Company Voting Securities, as the case may be, (B) no Person\n(excluding the Company and any employee benefit plan (or related trust) of the\nCompany and\/or its subsidiaries or such corporation and any Person beneficially\nowning, immediately prior to such sale or other disposition, directly or\nindirectly, 25% or more of the Outstanding Company Stock or Outstanding Company\nVoting Securities, as the case may be) beneficially owns, directly or\nindirectly, 25% or more of, respectively, the then outstanding shares of common\nstock of such corporation or the combined voting power of the then outstanding\nvoting securities of such corporation entitled to vote generally in the election\nof directors and (C) at least a majority of the members of the board of\ndirectors of such corporation were members of the Incumbent Board at the time of\nthe execution of the initial agreement or action of the Company's Board of\nDirectors providing for such sale or other disposition of assets of the Company.\n\n9.       EMPLOYMENT WITH AFFILIATES. Employment with the Company for purposes \nof this Agreement includes employment with any entity in which the Company \nhas a direct or indirect ownership interest of 50% or more of the total \ncombined voting power of all outstanding equity interests, and employment \nwith any entity which has a direct or indirect interest of 50% or more of the \ntotal combined voting power of all outstanding equity interests of the \nCompany, it being understood that for purposes of Section 2(iii)(A) hereof, \n'Good Reason' shall be construed to refer to the Employee's positions, \nduties, responsibilities (reporting and other), status, title, and office in \nthe position or positions in which the Employee serves immediately before the \nChange of Control, but shall not include titles or positions with \nsubsidiaries and affiliates of the Company that are held primarily for \nadministrative convenience.\n\n10.      MISCELLANEOUS. No provisions of this Agreement may be modified, \nwaived or discharged unless such waiver, modification or discharge is agreed \nto in writing signed by Employee and by the President or other authorized \nofficer of the Company. No waiver by either party hereto at any time of any \nbreach by the other party hereto of, or compliance with, any condition or \nprovisions of this Agreement to be performed by such other party shall be \ndeemed a waiver of similar or dissimilar provisions or conditions at the same \nor at any prior or subsequent time.\n\n11.      VALIDITY. The interpretation, construction and performance of this \nAgreement shall be governed by and construed and enforced in accordance with \nthe laws of the State of Texas without regard to the principle of conflicts \nof laws. The invalidity or unenforceability of any provisions of this \nAgreement shall not affect the validity or enforceability of any other \nprovision of this Agreement, each of which shall remain in full force and \neffect.\n\n12.      COUNTERPARTS. This Agreement may be executed in one or more \ncounterparts, each of which shall be deemed to be an original but all of \nwhich together shall constitute one and the same instrument.\n\n13.      DESCRIPTIVE HEADINGS. Descriptive headings are for convenience only and\nshall not control or affect the meaning or construction of any provision of this\nAgreement.\n\n                                                                              13\n\n\n\n14.      CORPORATE APPROVAL. This Agreement has been approved by the Board, \nand has been duly executed and delivered by Employee and on behalf of the \nCompany by its duly authorized representative.\n\n15.      ARBITRATION.\n\n         (i) Except as otherwise provided in subparagraph (ii) below, any\ndispute or controversy arising out of or in connection with this Agreement as to\nthe existence, construction, validity, interpretation or meaning, performance,\nnon-performance, enforcement, operation, breach, continuance or termination\nthereof shall be submitted to arbitration pursuant to the following procedure:\n\n                  (A) Either party may demand such arbitration in writing after\nthe controversy arises, which demand shall include the name of the arbitrator\nappointed by the party demanding arbitration, together with a statement of the\nmatter in controversy.\n\n                  (B) Within 15 days after such demand, the other party shall\nname an arbitrator, or in default thereof, such arbitrator shall be named by the\nArbitration Committee of the American Arbitration Association, and the two\narbitrators so selected shall name a third arbitrator within 15 days or, in lieu\nof such agreement on a third arbitrator by the two arbitrators so appointed, a\nthird arbitrator shall be appointed by the Arbitration Committee of the American\nArbitration Association.\n\n                  (C) The Company shall bear all arbitration costs and expenses.\n\n                  (D) The arbitration hearing shall be held at a site in\nHouston, Texas, to be agreed to by a majority of the arbitrators on 10 business\ndays prior written notice to the parties.\n\n                  (E) The arbitration hearing shall be concluded within 10 days\nunless otherwise ordered by a majority of the arbitrators, and the award thereon\nshall be made within 10 days after the close of the submission of evidence. An\naward rendered by a majority of the arbitrators appointed pursuant to this\nAgreement shall be final and binding on all parties to the proceeding during the\nperiod of this Agreement, and judgment on such award may be entered by either\nparty in the highest court, state or federal, having jurisdiction\n\n               (ii) During the pendency of any dispute or controversy pursuant\nto this Section 15, the Company will continue to pay Employee (or reinstate)\nEmployee's Base Salary as in effect preceding the date the Notice of Termination\ngiving rise to the dispute was given or, if Employee's employment was terminated\nprior to a Change in Control, the date of such termination of employment\n(whichever date is applicable being the 'Dispute Date') and continue (or\nreinstate) Employee as a participant in all compensation and employee benefit \nplans in which Employee was participating preceding the Dispute Date, until \nthe dispute is finally resolved. Notwithstanding the foregoing, the Employee \nshall be entitled to specific performance of Employee's right to be paid \nduring the pendency of any dispute or controversy arising under or in \nconnection with this Agreement and the Employee's right to receive legal fees \non a current basis as provided in Section 5(ii) of this \n                                                                              14\n\n\nAgreement, and Employee may commence a legal action to enforce such right. The\nCompany shall promptly (and in no event later than ten (10) business days after\ndemand) reimburse Employee for any expenses reasonably incurred for attorneys'\nfees and disbursements in bringing such action).\n\n               Amounts paid under this Section 15 are in addition to all other\namounts due under this Agreement and shall not be offset against or reduce any\nother amounts due under this Agreement.\n\n               (iii) Except as otherwise provided, the parties stipulate that\nthe provisions hereof shall be a complete defense to any suit, action or\nproceeding instituted in any federal, state or local court or before any\nadministrative tribunal with respect to any controversy or dispute arising\nduring the period of this Agreement and which is arbitrable as herein set forth.\nThe arbitration provisions hereof shall, with respect to such controversy or\ndispute, survive the termination of this Agreement.\n\n16. WITHHOLDING. The Company may, to the extent required by law, withhold\napplicable federal, state and local income and other taxes from any payments due\nto the Employee hereunder.\n\n17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between\nthe parties and supersedes all other prior agreements concerning the effect of a\nChange in Control on the relationship between the Company and Employee.\n\n               IN WITNESS WHEREOF, the Company and Employee have entered into\nthis Agreement as of the day and year first above written.\n\n\n                                     BJ SERVICES COMPANY\n\n\n                                     By: \n                                         ---------------------------------------\n                                         J. W. Stewart\n                                         President, Chairman and\n                                         Chief Executive Officer\n\n\n                                     EMPLOYEE\n\n\n                                     -------------------------------------------\n\n\n\n\n                                                                              15\n\n\n\n\n\n                                     Addresses:\n\n                                         If to the Company:\n\n                                     BJ Services Company\n                                     5500 Northwest Central Drive\n                                     Houston, Texas  77092\n                                     Attention:  Secretary and General Counsel\n\n\n\n                                         If to the Employee:\n\n                                     -------------------------------------------\n\n                                     -------------------------------------------\n\n                                     -------------------------------------------\n\n\n\n\n\n\n\n\n\n\n                                                                              16\n\n\n\n                                                                    Attachment A\n\n                         WAIVER AND RELEASE AGREEMENT\n\n\n               By this Waiver and Release Agreement ('Release'), except as\nprovided below with respect to the Executive Severance Agreement, I,\n__________________________, waive and release all rights, claims, charges,\ndemands and causes of action against BJ Services Company (the 'Company'), its\nsubsidiaries and affiliates (collectively, the 'Employer'), and their officers,\ndirectors, employees and agents, of any kind or character, both past and\npresent, known or unknown, including those arising under any state or federal\nstatute, regulation or the common law (contract, tort or other), which relate to\nmy employment or termination of employment with the Employer, including any\nalleged discriminatory employment practices, including age discrimination\nclaims, or which relate to any other matter whatsoever, except as set out below.\n\n               In exchange for this Release, I acknowledge the right to good and\nsufficient consideration in the form of benefits under the Executive Severance\nAgreement between the Company and myself, dated ______________, 1999, which\nprovides, inter alia, for a lump sum payment, the continuation of certain\nwelfare benefits and outplacement services. I understand that I am not entitled\nto receive any benefits under the Executive Severance Agreement except in return\nfor this Release. However, this Release shall not serve to waive or release any\nrights or claims that I may have under the Executive Severance Agreement or that\nmay arise after the date this Release is executed. In addition, this release\nshall not serve to waive or release any rights or claims that I may have with\nrespect to (i) rights under stock-based incentive plans arising in connection\nwith a change in control, (ii) rights under directors' and officers'\nindemnification insurance, (iii) rights of indemnity under articles of\nincorporation, bylaws, contracts, law, or otherwise, (iv) rights under\nCompany-sponsored retirement plans, including, without limitation '401(k)' plans\nand 'Rabbi trusts', and (v) rights under the Company's 'KEYSOP' (Key Executive\nStock Option Plan) and arrangements for deferred compensation.\n\n         I acknowledge that the Employer has advised me to consult with an\nattorney prior to executing this Release. I understand that anyone who succeeds\nto my rights and responsibilities, such as my heirs or the executor of my\nestate, shall also be bound by the terms of this Release.\n\n         This Release shall be interpreted and construed in accordance with and\nshall be governed by the laws of the State of Texas, except to the extent that\nFederal law may apply.\n\n         I acknowledge that I have carefully read this Release, that I have had\nthe opportunity to review it with my attorney, that I fully understand the\nprovisions and their final and binding effect, that the only promises made to me\nto sign this Release are those stated herein, that this \n\n                                                                               1\n\n\n\nRelease is the only agreement of its kind arising out of my employment\nrelationship with the Employer and that I am signing this Release knowingly and\nvoluntarily. \n         After having the opportunity to consider this Release as stated\nabove, I hereby accept the terms and conditions stated in it.\n\n\n               SIGNED AND ACCEPTED this _________day of _____________, 19____.\n\n\n                                     -------------------------------------------\n                                              EMPLOYEE'S SIGNATURE\n\n\n\n\n               SIGNED AND ACCEPTED this _______ day of _______________, 19____.\n\n\n                                     -------------------------------------------\n                                              EMPLOYER\n\n                              By:\n                                 -----------------------------------------------\n                              Name:\n                                   ---------------------------------------------\n                              Title:\n                                    --------------------------------------------\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6906],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9539,9551],"class_list":["post-39925","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bj-services-co","corporate_contracts_industries-energy__services","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39925","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39925"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39925"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39925"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39925"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}