EXHIBIT 10.57
-------------
May 12, 2009
Mr. Roger D. Thomas
[address omitted]
Dear Roger,
RE: TERMINATION OF EMPLOYMENT AND RETIREMENT-THIS
SUPERSEDES OUR LETTER OF
MAY 1, 2009
This letter confirms our
discussions regarding the termination
of your
employment with Nexen Inc. ("Nexen"). The
terms set forth below constitute
Nexen's offer and, by your signature, your acceptance of
this arrangement. On
behalf of Nexen, I want to express my
appreciation for your past service and
contribution, and wish you success in your future endeavours.
1. TERMINATION DATE AND RETIREMENT
DATE. Your last day of employment with
Nexen will be June 30,
2009 (the "TERMINATION DATE"). Your
effective
retirement date for the purposes of the
Pension Plan for Employees of Nexen
Inc. (the "PENSION PLAN") and
the Executive Benefit Plan will be July 1,
2009 (the "RETIREMENT
DATE"). As outlined below, you will be required to
utilize all outstanding vacation
time prior to your Termination Date. Once
all of your vacation time has been
utilized, Nexen may elect not to require
you to attend at Nexen and
provide services up to the Termination Date,
this will not affect the payments and
benefits provided pursuant to Section
3 of this letter.
2. RESIGNATION FROM CORPORATE OFFICES.
Effective as of a mutually agreeable
date before the Retirement
Date, you agree to, and will, resign from all
corporate offices you hold with Nexen and
all affiliates of Nexen.
3. PAYMENTS AND BENEFITS. You will receive the
following payments and benefits
in accordance with Nexen's existing
policies, pursuant to your employment
with Nexen and your participation in
Nexen's benefit plans:
(a) REGULAR BASE SALARY. You
are entitled to payment of your regular base
salary
through the Termination Date.
(b) VACATION BENEFITS. You
will use all outstanding vacation prior to the
Termination
Date and no further payment will be due at that time.
(c) RETIREMENT PENSION BENEFITS.
Upon your termination of employment as of
the
Termination Date, you will be entitled to
receive benefits in
accordance
with the terms of the Pension Plan, Defined Benefit
Option
as
well as the Executive Benefit Plan.
Details will be provided
shortly in a
separate package.
(d) PRE-RETIREMENT
HEALTH AND WELFARE BENEFITS. You are
entitled to
continue
your health and welfare benefits until the Termination
Date
to the
extent permitted and in accordance
with the terms of the
applicable
Nexen plan.
<PAGE>
Mr. Roger D. Thomas
May 12, 2009
Page 2
(e) POST-RETIREMENT HEALTH AND
WELFARE BENEFITS. As of the date you are no
longer
entitled to active employee coverage under
the Nexen Inc.
benefits program (i.e., as of the
Termination Date) you will be
entitled to
a retiree benefit consisting of $5,000 life
insurance.
Nexen
has sourced a retiree
benefits plan, which
provides
Canadian-based retiring
employees the option to purchase extended
benefits at
pooled rates directly through Manulife. Please
refer to
the enclosed
memo and brochure for detailed information.
(f) LONG-TERM
INCENTIVES. Based on your participation in
Nexen's Stock
Option Plan
("the Plan"), which provides for continued
vesting and
opportunity to exercise options for a period of 18
months following
termination for reason of retirement, your
options will continue to
vest
in accordance with the Plan for a period of 18 months
after the
Termination
Date. All outstanding options, vested and unvested,
will
expire on
December 30, 2010 per the terms and conditions of the
Plan.
A
table illustrating your current option holdings with vesting
status
is
attached for your reference. You
may contact Nexen's Stock
Administrator at (403) 298-5295 regarding any
options transactions.
You are
solely responsible for exercising all
vested stock options
prior to the
expiry of such options on December 30, 2010.
The amounts paid in
accordance with this paragraph are gross
amounts,
subject to applicable
deductions and withholdings. Any
amounts under
subparagraph (a) of this paragraph
not paid to you before the Termination
Date will be paid to you in one
(1) lump sum on the next available pay
period from the Termination Date.
4. SPECIAL SEPARATION BENEFITS. Contingent
upon your acceptance of the terms
&nb
