FORM OF SEVERANCE AGREEMENT

Exhibit 10.3

FORM OF

SEVERANCE AGREEMENT

SEVERANCE AGREEMENT (this “Agreement”) dated as of                         , 20     between LONE PINE RESOURCES INC., a Delaware corporation (the “Company”), with its principal offices located at Suite 2500, 645-7 Avenue SW, Calgary, Alberta, and                                      (“Employee”),

W I T N E S S E T H:

WHEREAS, the Company desires to attract and retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the “Board”) has approved the Company entering into a severance agreement with Employee in order to encourage his continued service to the Company;

WHEREAS, Employee is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits;

WHEREAS, Employee will receive and/or has received proprietary and confidential trade secret information of the Company and its subsidiaries; and

WHEREAS, Employee will serve and/or has served as an executive, management personnel, officer or key employee of the Company;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Employee agree as follows:

1.  Definitions.

(a)          “Annual Compensation” shall mean an amount equal to the greater of:

(i)    Employee’s annual base salary at the annual rate in effect at the date of his Involuntary Termination;

(ii)   Employee’s annual base salary at the annual rate in effect sixty days prior to the date of his Involuntary Termination; or

(iii)  Employee’s annual base salary at the annual rate in effect immediately prior to a Change of Control.

(b)         “Change in Duties” shall mean the occurrence of any one or more of the following:

(i)    A significant change in the nature or scope of Employee’s authorities or duties from those applicable to him immediately prior to the date on which a Change of Control occurs;

(ii)   A reduction in Employee’s base salary from that provided to him immediately prior to the date on which a Change of Control occurs;

(iii)  A diminution in Employee’s eligibility to participate in bonus, stock option, incentive award and other compensation plans which provide opportunities to receive compensation which are the greater of (A) the opportunities provided by the Company (including its subsidiaries) for employees with comparable duties or (B) the opportunities under any such plans under which he was participating immediately prior to the date on which a Change of Control occurs;

Confidential

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(iv)  A diminution in employee benefits (including but not limited to medical, dental, life insurance and long-term disability plans) and perquisites applicable to Employee from the greater of (A) the employee benefits and perquisites provided by the Company (including its subsidiaries) to employees with comparable duties or (B) the employee benefits and perquisites to which he was entitled immediately prior to the date on which a Change of Control occurs; or

(v)   A change in the location of Employee’s principal place of employment by the Company (including its subsidiaries) by more than 50 miles from the location where he was principally employed immediately prior to the date on which a Change of Control occurs.

(c)          “Change of Control” shall mean the occurrence of any one of the following events:

(i)    The acquisition by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act) (an “Acquiring Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (i) any acquisition by any Acquiring Person pursuant to a transaction which complies with clause (iii)(1) of this definition shall not constitute a Change of Control; or

(ii)   Individuals, who, on the date immediately following the Effective Date, are members of the Board (the “Incumbent Directors”), cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the then Incumbent Directors shall be deemed for purposes of this definition to thereafter be an Incumbent Director, but excluding, for these purposes, any such individual whose initial assumption of office as a director occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an Acquiring Person other than the Board; or

(iii)  The consummation of a reorganization, merger, consolidation amalgamation or other business combination of the Company or any of its subsidiaries, or the sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole (other than to an entity wholly owned, directly or indirectly, by the Company), or the liquidation or dissolution of the Company (any of the foregoing being a “Corporate Transaction”), unless, following such Corporate Transaction, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Company (if it be the ultimate parent entity following such Corporate Transaction) or the corporation resulting from such Corporate Transaction (or the ultimate parent entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), and (2) at least a majority of the members of the board of directors of the ultimate parent entity resulting from such Corporate Transaction were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such

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Corporate Transaction. For purposes of the foregoing sentence, only (A) shares of common stock and voting securities of the Company, assuming the Company is the ultimate parent entity following such Corporate Transaction, held by a beneficial owner immediately prior to such Corporate Transaction and any additional shares of common stock and voting securities of the Company issuable to such beneficial owner in connection with such Corporate Transaction in respect of the shares of common stock and voting securities of the Company held by such beneficial owner immediately prior to such Corporate Transaction, or (B) shares of common stock and voting securities of the ultimate parent entity following such Corporate Transaction, assuming the Company is not the ultimate parent entity following such Corporate Transaction, issuable to a beneficial owner in respect of the shares of common stock and voting securities of the Company held by such beneficial owner immediately prior to such Corporate Transaction, in either case shall be included in determining whether or not the fifty percent (50%) ownership test in this subparagraph (iii) has been satisfied.

Notwithstanding the preceding provisions of this Paragraph 1(c), in no event shall any of the following constitute a Change of Control: (x) an initial public offering of the Company’s common stock; or (y) a distribution, or spin-off, of some or all of the remaining shares of the Company’s common stock beneficially owned by Forest to the shareholders of Forest.

(d)   “Compensation Committee” shall mean the Compensation Committee of the Board; provided, however, that if at any time the Board does not have a standing Compensation Committee, then the term “Compensation Committee” shall mean the Board.

(e)   “Disability” shall mean that, as a result of Employee’s incapacity due to physical or mental illness, he shall have been absent from the full-time performance of his duties for six consecutive months and he shall not have returned to full-time performance of his duties within thirty days after written notice of termination is given to Employee by the Company (provided, however, that such notice may not be given prior to thirty days before the expiration of such six-month period).

(f)    “Effective Date” shall mean the first date on which the proceeds of any sale of the Company’s common stock to the underwriters of the initial public offering of the Company’s common stock are received.

(g)   “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

(h)   “Forest” shall mean Forest Oil Corporation, a New York corporation.

(i)    “Involuntary Termination” shall mean any termination of Employee’s employment with the Company which:

(i)    does not result from a resignation by Employee (other than a resignation pursuant to clause (ii) of this subparagraph (i)); or

(ii)   results from a resignation by Employee on or before the date which is sixty days after the date upon which Employee receives notice of or otherwise becomes subject to a Change in Duties;

provided, however, the term “Involuntary Termination” shall not include a Termination for Cause or any termination as a result of death, Disability, or Retirement.

(j)    “Retirement” shall mean Employee’s resignation on or after the date he reaches age sixty-five.

(k)   “Severance Amount” shall mean an amount equal to 2.5 times Employee’s Annual Compensation.

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(l)            “Severance Period” shall mean a period commencing on the date Employee’s employment by the Company or any subsidiary thereof or successor thereto is subject to an Involuntary Termination and continuing for twenty-four months.

(m)          “Termination for Cause” shall mean termination of Employee’s employment by the Company (or its subsidiaries) by reason of Employee’s (i) gross negligence in the performance of his duties, (ii) willful and continued failure to perform his duties, (iii) willful engagement in conduct which is materially injurious to the Company or its subsidiaries (monetarily or otherwise) or (iv) conviction of a misdemeanor involving moral turpitude or a felony.

2.     Services.  Employee agrees that he will render services to the Company (as well as any subsidiary thereof or successor thereto) during the period of his employment to the best of his ability and in a prudent and businesslike manner and that he will devote substantially the same time, efforts and dedication to his duties as heretofore devoted.