www.sec.gov/Archives/edgar/data/1045212/0000950129-02-0 -
[Cached Version]
Published on: 6/12/2002
Last Visited: 6/14/2002
Paul C. Warwick
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Paul C. Warwick
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Paul C. Warwick
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A further member of the Board of Directors of Gulf Indonesia, Paul C. Warwick, has indicated that he is a designee of Conoco. CERTAIN AGREEMENTS BETWEEN GULF INDONESIA AND CONOCO OR CONOCO CANADA Gulf Indonesia has entered into a number of material transactions with Conoco Canada and Conoco regarding services, financial matters and corporate opportunities.Set forth below are summaries of these agreements.Each of these agreements will terminate if the transactions contemplated in this Offer to Purchase are consummated. 1997 Agreements.With respect to services, Gulf Indonesia and Gulf Canada (now Conoco Canada) entered into a series of agreements in 1997 relating to certain ongoing intercompany arrangements, including a technical services agreement, an information services agreement, a registration rights agreement, a cross-indemnification agreement and a corporate opportunity agreement.
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In 1998 (in respect of Supramu Santosa and Cliff W. Zeliff, collectively the "1998 Contracts") and in 2001 (in respect of Taufik Ahmad, Paul C. Warwick, John K. Wearing and Donald D. McKechnie, collectively the "2001 Contracts") Gulf Indonesia entered into a series of employment agreements.
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Paul C. Warwick President and Chief Executive Officer, Gulf Indonesia. 0 South Jakarta, Indonesia
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Paul Warwick was President and Managing Director, Conoco Energy Nigeria Limited from 1999 until his appointment with the Corporation in July 2001, was President and Chief Executive Officer of Gulfstream Resources (Canada) Limited earlier in 1999 and, from 1997 to 1999 was Managing Director, Phoenix Park Gas Processors Limited in Trinidad. (2) Common Shares beneficially owned, directly or indirectly, including stock options that are exercisable within the next 60 days.
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Goldman, Griffiths, Harrington, James, McColgin, Warwick and Dr. Watkins were appointed as replacement directors at the request of Conoco Inc. which had acquired control of Conoco Canada earlier in July 2001.
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The following tables set forth annual and long term compensation for services in all capacities to GULF INDONESIA RESOURCES LTD and its subsidiaries for the period January 1, 2001 to December 31, 2001 (to the extent required by the applicable securities legislation) in respect of William T. Fanagan, Gulf Indonesia's Chief Executive Officer until July 24, 2001, Paul C. Warwick, his successor to that position, and each of the other four most highly compensated executive officers measured by salary and bonus at the end of the fiscal year ended December 31, 2001.
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PAUL C. WARWICK,
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(1) Mr. Fanagan resigned as President and Chief Executive Officer on July 24, 2001 and was replaced by Mr. Warwick.
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PAUL C. WARWICK
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PAUL C. WARWICK
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PAUL C. WARWICK
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Warwick, Wearing and McKechnie, collectively the "2001 Contracts") GULF INDONESIA RESOURCES LTD entered into employment agreements with the Named Executive Officers.
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Particulars of the options and restricted share units granted to Mr. Fanagan and options granted to Mr. Warwick are previously described herein.
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Upon his appointment in 2001, the Committee targeted the base salary and cash bonus and long term incentive targets of Mr. Warwick to position him competitively within the industry.
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/s/ PAUL C. WARWICK
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Paul C. Warwick
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/s/ PAUL C. WARWICK
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Name: Paul C. Warwick