I think this needs to be read/understood:
"Under the terms of Dr. Hession’s employment contract, there are two termination events in which Dr. Hession is entitled to receive the full amount of the “Termination Remuneration”, as described below. First, InterOil may terminate Dr. Hession’s employment immediately for any reason other than for cause or for physical or mental incapacity. Second, Dr. Hession may terminate his employment by notice if: (a) he ceases to be Chief Executive Officer or the most senior employee in the Group (as defined in the employment agreement); (b)there is a material adverse change in his status, job content or responsibilities or they are materially diminished; © InterOil materially breaches a provision of his employment agreement which is either not remedied or not capable of being remedied; (d) there is a “Change of Control” of InterOil (as defined in the employment agreement); or (e) InterOil becomes insolvent or similar.
In any of these cases, Dr. Hession is entitled to receive the Termination Remuneration. Any RSU previously granted to Dr. Hession also immediately vests. Dr. Hession is also entitled to receive an exploration bonus if a discovery is made on an exploration license (within 12 months of a relevant termination of his employment) which was held by InterOil at the time of Dr. Hession’s termination. Dr. Hession is also entitled to receive all unearned RSU milestone awards associated with every Milestone.
InterOil may also terminate Dr. Hession’s employment by reason of physical or mental incapacity or on the basis that he is otherwise unable to fulfil his responsibilities. In this case, he (or, in the case of his death, his estate) is entitled to half of the Termination Remuneration, together with all post termination performance incentives which attach to the prior two termination events described above.
The definition of Change of Control “Trigger Event” was amended as part of the restatement of Dr. Hession’s employment agreement. A Change of Control “Trigger Event” occurs when an offer to InterOil stockholders under a takeover bid or through the proposal of a plan of arrangement, merger or other reorganization is capable of giving rise to a Change of Control, and which the Directors of InterOil recommend to shareholders. In this event, Dr. Hession will receive 50% of the RSU Milestone awards associated with each of the Milestones. If the Trigger Event does not result in a Change of Control, or if the Trigger Event results in a Change of Control but Dr. Hession’s employment continues, the remaining 50% of the RSU awards in respect of all of the remaining Milestones will continue to be capable of being earned.
"Termination Remuneration” is, if the termination occurs within three years of commencement of employment, an amount being the aggregate of two years’ base annual salary, twice the amount of the annual fixed cash bonus for the year in which termination takes effect and twice the amount of the performance bonus for that year. If the termination occurs three years (after July 10, 2016) or more after the employment commencement date, the Termination Remuneration is an amount being the aggregate of one year’s base annual salary and the amount of the performance bonus for that year.
There are two instances where Dr. Hession’s termination does not trigger the Termination Remuneration. First, Dr. Hession may terminate his employment by giving three months’ written notice to InterOil. Second, InterOil may terminate Dr. Hession for cause. In either of these events, Dr. Hession is entitled to the accrued amount of base annual salary and other benefits accruing as at the end of the period of notice. Any rights to annual fixed cash bonus, performance bonus or exploration bonus (but not an entitlement which has been unconditionally accrued) are forfeited.
On termination of his employment Dr. Hession must resign from office as a director or officer of all InterOil companies, maintain confidentiality obligations and observe a 12 month non-compete and non-solicitation covenant."