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DVN » Topics » Termination Following a Change in Control

This excerpt taken from the DVN DEF 14A filed Apr 24, 2009.
Termination Following a Change in Control
 
Under the employment and severance agreements, if within 24 months following a “change in control” of the Company, the named executive officer:
 
  •  is terminated without “cause” by us, or
 
  •  terminates his or her employment with us for “good reason”, as each of those terms are defined in the employment agreements, then, in addition to the items set forth under “Rights Upon Termination for Any Reason” and “Rights Upon Termination Without Cause and Constructive Discharge,” the named executive officer is entitled to the following:
 
  •  three years of service and three years of age (two years of service and two years of age in the case of Mr. Heatly) shall be added to the named executive officer’s actual years of service and actual age when determining the named executive officer’s entitlement under our Retiree Medical Benefit Coverage. In no event, however, should the additional years of age be construed to reduce or eliminate the executive’s right to coverage under the plan; and
 
  •  three years of service shall be added to the named executive officer’s actual years of service when determining the named executive officer’s benefits under the SRIP. The severance agreement does not provide similar benefits to Mr. Heatly.
 
“Change in control” is defined as the date on which one of the following occurs:
 
  •  an entity or group acquires 30% or more of our outstanding voting securities,
 
  •  the incumbent board ceases to constitute at least a majority of our board, or
 
  •  a merger, reorganization or consolidation is consummated, after shareholder approval, unless
 
  •  substantially all of the shareholders prior to the transaction continue to own more than 50% of the voting power after the transaction;
 
  •  no person owns 30% or more of the combined voting securities; and
 
  •  the incumbent board constitutes at least a majority of the board after the transaction.
 
This excerpt taken from the DVN DEF 14A filed Apr 28, 2008.
Termination Following a Change in Control
 
Under the employment and severance agreements, if within 24 months following a “change in control” of the Company, the named executive officer (i) is terminated without “cause” by us, or (ii) terminates his or her employment with us for “good reason”, as each of those terms are defined in the employment agreements, then, in addition to the items set forth under “Rights Upon Termination for Any Reason” and “Rights Upon Termination Without Cause and Constructive Discharge,” the named executive officer is entitled to the following:
 
  •   three years of service and three years of age (two years of service and two years of age in the case of Mr. Heatly) shall be added to the named executive officer’s actual years of service and actual age when determining the named executive officer’s entitlement under our Retiree Medical Benefit Coverage. In no event, however, should the additional years of age be construed to reduce or eliminate the executive’s right to coverage under the plan; and
 
  •   three years of service shall be added to the named executive officer’s actual years of service when determining the named executive officer’s benefits under the SRIP. The severance agreement does not provide similar benefits to Mr. Heatly.
 
“Change in control” is defined as the date on which one of the following occurs: (i) an entity or group acquires 30 percent or more of our outstanding voting securities, (ii) the incumbent board ceases to constitute at least a majority of our board, or (iii) a merger, reorganization or consolidation is consummated, after shareholder approval, unless (a) substantially all of the shareholders prior to the transaction continue to own more than 50 percent of the voting power after the transaction, (b) no person owns 30 percent or more of the combined voting securities, and (c) the incumbent board constitutes at least a majority of the board after the transaction.
 
This excerpt taken from the DVN DEF 14A filed Apr 27, 2007.
Termination Following a Change in Control
 
Under the employment and severance agreements, if within 24 months following a “change in control” of the Company, the named executive officer (i) is terminated without “cause” by us, or (ii) terminates his or her employment with us for “good reason”, as each of those terms are defined in the employment agreements, then, in addition to the items set forth under “Rights Upon Termination for Any Reason” and “Rights Upon Termination Without Cause and Constructive Discharge,” the named executive officer is entitled to the following:
 
•  three years of service and three years of age (two years of service and two years of age in the case of Mr. Heatly) shall be added to the named executive officer’s actual years of service and actual age when determining the named executive officer’s entitlement under our Retiree Medical Benefit Coverage. In no event, however, should the additional years of age be construed to reduce or eliminate the executive’s right to coverage under the plan; and
 
•  three years of service shall be added to the named executive officer’s actual years of service when determining the named executive officer’s benefits under the SRIP. The severance agreement does not provide similar benefits to Mr. Heatly.
 
“Change in control” is defined as the date on which one of the following occurs: (i) an entity or group acquires 30% or more of our outstanding voting securities, (ii) the incumbent board ceases to constitute at least a majority of our board, or (iii) a merger, reorganization or consolidation is


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consummated, after shareholder approval, unless (a) substantially all of the shareholders prior to the transaction continue to own more than 50% of the voting power after the transaction, (b) no person owns 30% or more of the combined voting securities, and (c) the incumbent board constitutes at least a majority of the board after the transaction.
 

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 24, 2009
DEF 14A
Apr 28, 2008
DEF 14A
Apr 27, 2007

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