Dear Bobby…

January 12, 2006

Valentine’s Day is still a month away, but the letter that ConocoPhillips (COP) sent to Burlington Resources (BR) Chairman and CEO Bobby Shackouls that was filed yesterday sounds something like a love letter, complete with promises of undying devotion and lots of nice gifts.

How does ConocoPhillips love thee? Let us count the ways:
–Office space in Burlington Resources’ current headquarters building “for not less than five years”
–Continued employment during that period of Bobby’s current secretary or, if she retires, “her successor shall be reasonably satisfactory to you.”
–Car and club memberships

Of course, this is all on top of the other things (read: money) that Bobby, who will join ConocoPhillips board, will walk away with post-merger. The letter, which was part of the S-4 that the company filed yesterday spells out lots of different payments for Bobby and other top BR executives. Among those is the full vesting of 145,000 shares of restricted stock currently held by Shackouls — stock that’s currently worth about $13 million. Other top executives, including COO Randy Limbacher and evp Steve Shapiro will also collect about $5 million once their restricted stock is cashed in. There’s also cash severance payments — ranging from $2.5 million to Bobby’s $7.2 million.

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