UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):   February 21, 2008

 

FOREST OIL CORPORATION

(Exact name of registrant as specified in its charter)

 

New York

(State or other jurisdiction of incorporation)

 

1-13515

 

25-0484900

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

707 17th Street, Suite 3600, Denver, Colorado

 

80202

(Address of principal executive offices)

 

(Zip Code)

 

303.812.1400

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

        o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

        o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

        o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

        o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01.                                          Entry into a Material Definitive Agreement.

 

             On February 21, 2008, the Compensation Committee (“Committee”) of the Board of Directors (the “Board”) of Forest Oil Corporation (“Forest”) approved Forest’s 2008 Annual Incentive Plan (the “2008 Plan”), including the performance criteria and specific measures and goals for Forest’s executive officers and all other participants.  Under the 2008 Plan, any incentive rewards will be tied to five performance criteria: Total Shareholder Return, Cash Cost (such as lease operating expense, transportation expense, and total general and administrative expense), Acquisitions, Production, and Rate of Return on Capital Investments.  Each of the performance criteria included in the 2008 Plan is tied to a percentage of the participant’s target bonus, which is expressed as a percentage of a participant’s base salary.  In addition to the target level, the 2008 Plan includes completion percentages for a range of performance levels, starting at a minimum threshold level, which is equal to 25% of the target level, up to an outstanding performance level, which is equal to 200% of the target level.

 

             The 2008 Plan is administered by the Committee and the President and Chief Executive Officer (for all participant awards other than his own award), although certain administrative aspects of the 2008 Plan may be delegated to the Vice President of Human Resources.  Participation in the 2008 Plan is determined by the President and Chief Executive Officer.   The Committee is responsible for determining the achievement of any of the completion levels.  No awards will be made under the 2008 Plan unless the minimum 25% completion threshold is achieved for the total plan.   Any modifications to the 2008 Plan must be approved by the Committee.  The 2008 Plan will be filed as an Exhibit to Forest’s Annual Report on Form 10-K for the year ended December 31, 2007.

 

Item 5.02.                                          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

             On February 25, 2008, Forest announced that Forrest E. Hoglund, Chairman of the Board,  will retire at the end of his current term, which will expire in conjunction with Forest’s annual meeting of shareholders scheduled for May 2008, and the Board has elected James D. Lightner to succeed Mr. Hoglund as the non-executive Chairman of the Board effective upon Mr. Hoglund’s retirement.     Mr. Lightner has served as a director of Forest since 2004 and currently serves as Chairman of the Compensation Committee of the Board.

 

 

2



 

SIGNATURES

 

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

FOREST OIL CORPORATION

 

 

(Registrant)

 

 

 

 

 

 

Dated: February 25, 2008

By

/s/ CYRUS D. MARTER IV

 

 

Cyrus D. Marter IV

 

 

Senior Vice President, General

 

 

Counsel and Secretary

 

 

3