{"id":39987,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/general-counsel-employment-offer-hess.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"general-counsel-employment-offer-hess","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/general-counsel-employment-offer-hess.html","title":{"rendered":"General Counsel Employment Offer – Hess"},"content":{"rendered":"

J. Barclay Collins<\/strong><\/p>\n

Executive Vice President, General Counsel
\n(212) 536-8576 September 19, 2008 Mr. Timothy Goodell
\n[Address Omitted] Dear Tim: I am pleased to confirm Hess Corporation153s (the
\n“Company”) offer of employment as Senior Vice President, General Counsel,
\nreporting directly to me. You will be based in the Company153s New York office.
\nYour salary will be paid on a bi-weekly basis in an amount equivalent to
\n$650,000 per year. Your first day of employment with the Company will be
\ndiscussed upon acceptance of this offer. However, based on our previous
\nconversation, I am targeting some time in mid-January, 2009 for your start date.
\nYou will receive a $1,500,000 signing bonus, less applicable deductions, which
\nwill be paid to you in the following manner: you will receive $750,000 within 30
\ndays of joining; and you will receive a final payment of $750,000 on the twelve
\n(12) month anniversary date of your employment, unless you have voluntarily
\nelected to terminate your employment prior thereto. In addition, you will be
\nentitled to participate in the Hess Corporation Cash Bonus Plan (“CBP”). Your
\ntarget bonus for 2009 will be $650,000. The actual bonus will be based on a
\ncombination of corporate, business unit and individual performance. The actual
\nbonus can vary between 0% and 150% of your target bonus. For 2009, you will be
\nguaranteed a bonus of $650,000. Bonuses are paid in the first quarter of the
\nsubsequent year. You will only be entitled to the payment of this bonus if you
\nare still employed by the Company on the date the bonus is to be paid.
\nAdditionally, you will be entitled to five (5) weeks vacation annually. Upon
\njoining Hess, you will be awarded shares of restricted stock and options for the
\npurchase of shares of Hess Corporation stock, the combined value of which is
\napproximately $2,250,000. The exact number of these shares and options, and the
\noption price which will be the closing price on that day, will be determined at
\nthe time the award is approved by the Compensation Committee. Hess Corporation
\n1185 Avenue of the Americas New York, NY 10036<\/p>\n

\n

\n

Timothy Goodell
\nPage 2 of 4<\/p>\n

Stock options awarded under the Company long-term incentive plan have a
\nthree-year graded vesting and ten year term. Shares of restricted stock awarded
\nunder the Company153s long-term incentive plan have a three-year “cliff” vesting
\nprovision. Other provisions of the Company153s long-term incentive plan applicable
\nto these awards will be described in the award documents you receive. You will
\nbe eligible for consideration in future years beyond 2008 for long-term
\nincentive plan awards (restricted stock and stock options) which are determined
\nat the discretion of management. You will also be eligible to receive benefits
\nunder the Company153s Change in Control Plan and an agreement will be executed
\nupon your hire. Please note that your base salary and all other compensation
\ninformation are considered confidential by the Company and should not be
\ndiscussed. You may elect Medical Coverage, Dental Coverage, Vision Coverage,
\nOptional Life Insurance, Flexible Spending Accounts (FSA), Long Term Disability
\nInsurance (LTD) and Family Accident Insurance and will receive information under
\nseparate cover. The effective date of your elected benefits (Medical, Dental,
\nVision, Family Accident and LTD) will be your start date should you enroll on or
\nbefore your start date or the date you enroll if it is after your start date.
\nFor all other benefits, coverage will be effective the first of the month after
\nyour enroll. Additionally, you will be eligible to enroll in the Company153s
\nSavings Plan, a 401(k) program administered by ACS. You will receive details on
\nour benefit plans under separate cover. If you have any further questions on our
\nemployee benefit plans, please let us know. Please understand that as with all
\nother new employees, this offer is contingent on the results of a background
\ncheck and drug test that Hess will procure on you for employment purposes.
\nThe drug test must be taken within 48 hours from the date you sign the
\nattached Drug Test Consent Form, which is referenced below. <\/strong>You may
\nvisit www.questdiagnostics.com<\/u> to locate a facility to have your drug
\ntest performed. At the time of your appointment, present the enclosed Chain of
\nCustody form to the provider. If you accept this offer, please review and sign
\nthe attached Drug Test Consent Form, which will allow Hess to have the drug test
\nperformed, and also sign the Authorization and Fair Credit Reporting Act
\nDisclosure Form, which will allow Hess to obtain a background check on you.
\nPlease return the signed forms to my attention within 48 hours. In order
\nto expedite the process, you may fax the signed offer letter and completed
\nauthorization forms to [name and telephone number omitted].<\/strong> Hess
\nCorporation 1185 Avenue of the Americas New York, NY 10036<\/p>\n

\n

Timothy Goodell
\nPage 3 of 4<\/p>\n

This offer is also contingent upon proof of identity and employment
\neligibility. The Immigration Reform and Control Act of 1986 requires the Company
\nto verify and record both your identity and right to work in the United States.
\nAccordingly, this offer of employment is also contingent on your being able to
\nsatisfy this law within three (3) business days of the date employment begins.
\nPlease refer to the enclosed sheet of instructions regarding acceptable
\ndocumentation. This letter contains the entire offer of employment and
\nsupersedes representations regarding the terms and conditions of employment, if
\nany, that may have been made in prior communications, written or oral, between
\nyou and the Company or any of its representatives. As a condition of payment by
\nthe Company, you must agree to repay the Company the full $1,500,000 signing
\nbonus if you voluntarily terminate your employment with the Company within two
\nyears from the date your employment began. In the event that the Company
\ninitiates the termination of your employment, other than for cause, within two
\nyears of your employment date, you will be entitled to retain the full
\n$1,500,000 signing bonus. Your employment with the Company will be “at will.”
\nThis means both you and the Company are free to terminate the employment
\nrelationship at any time, with or without a reason, and with or without prior
\nnotice. Additionally, the Company has the right to alter the terms of your
\nemployment at any time, with or without cause. The terms contained in this
\nletter cannot be modified except in writing, signed by a duly authorized
\nrepresentative of the Company. Tim, we are extremely pleased about you joining
\nus and are confident that your association with Hess Corporation will be a great
\nexperience. We look forward to a long and mutually rewarding relationship. As I
\nhave said on many occasions to John in discussing the prospects of your joining
\nHess, I know of no one I would like better to be my successor! All of us on our
\nleadership team are eager to begin working with you. In the meantime, if you
\nhave any questions, please feel free to call me at (212) 536-8577. Hess
\nCorporation 1185 Avenue of the Americas New York, NY 10036<\/p>\n

\n

Timothy Goodell
\nPage 4 of 4<\/p>\n

Please acknowledge your acceptance of the above terms by signing and dating
\nin the spaces provided below and returning this letter to me by Tuesday,
\nSeptember 30, 2008. Regards,<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Barclay<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

J. Barclay Collins<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

I accept this offer of employment:<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ Timothy B. Goodell<\/p>\n<\/td>\n

<\/td>\n\n

Date 9\/29\/08<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Timothy Goodell<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

On or about 1\/15\/09<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Start Date<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Hess Corporation 1185 Avenue of the Americas New York, NY 10036<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7769],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9539,9544],"class_list":["post-39987","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hess-corp","corporate_contracts_industries-energy__exploration","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39987","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=39987"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39987"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39987"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39987"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}