Exhibit 10.3
Form of
2008 General Award
NEWFIELD EXPLORATION COMPANY
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT
(this “ Agreement ”) is made as of
February 7, 2008 (the “ Date of Grant
”) and is by and between Newfield Exploration Company, a
Delaware corporation (the “ Company ”),
and
(“ Employee ”).
1. Grant .
(a) The Option .
Pursuant to the Newfield Exploration Company 2000 Omnibus Stock
Plan (as amended from time to time, the “ Plan
”), this Agreement evidences the grant by the Company of an
award of an option (the “ Option ”) to
purchase all or any part of an aggregate of
shares of Common Stock (the “ Underlying Shares
”) for a purchase price of $48.45 per share (the “
Purchase Price ”). The Option shall not be
treated as an incentive stock option within the meaning of section
422(b) of the Code.
(b) Plan Incorporated .
Employee acknowledges receipt of a copy of the Plan and agrees that
the Option shall be subject to all of the terms and conditions of
the Plan, which terms and conditions are incorporated herein for
all purposes. Capitalized terms used but not defined in this
Agreement shall have the meanings ascribed to such terms in the
Plan.
2. Exercise of
Option .
(a) Continuous
Employment . Subject to its earlier expiration or
termination, the Option may be exercised, by written notice to the
Company at its principal executive office addressed to the
attention of its chief financial officer (or such other officer or
employee of the Company or third party administrator as the Company
may designate from time to time), at any time and from time to time
after the date of grant hereof, but, except as otherwise provided
below, the Option shall not be exercisable for more than a
percentage of the aggregate number of Underlying Shares determined
by the number of full years from the Date of Grant to the date of
such exercise, in accordance with the following schedule:
| |
|
|
|
|
| |
|
Percentage of
Underlying |
|
Number of Full Years |
|
Shares that may be
Purchased |
|
Less than
1 year
|
|
|
0 |
% |
|
1 year but
less than 2 years
|
|
|
20 |
% |
|
2 years but
less than 3 years
|
|
|
40 |
% |
|
3 years but
less than 4 years
|
|
|
60 |
% |
|
4 years but
less than 5 years
|
|
|
80 |
% |
|
5 years or
more
|
|
|
100 |
% |
(b) Death or Disability
. Subject to the earlier expiration or termination of the Option,
upon Employee’s separation from service with the Company by
reason of Employee’s death or Disability, the Option may be
exercised in full by Employee (or Employee’s estate or the
person who acquires this Agreement by will or the laws of descent
and distribution or otherwise by reason of the death of Employee)
at any time during the
period of one
year following such separation from service. After the expiration
of such one-year period, the Option shall terminate and shall not
be exercisable.
(c) Voluntary Termination or
Involuntary Termination for Cause . If Employee voluntarily
terminates his employment with the Company or if Employee’s
employment with the Company is terminated involuntarily for Cause,
then the Option shall terminate immediately and shall not be
exercisable. The Committee may, in its sole discretion, advise
Employee in writing, prior to a voluntary termination of
Employee’s employment with the Company, that such termination
will be treated as an involuntary termination other than for Cause
that is governed by Section 3(d).
(d) Other Involuntary
Termination . Subject, in all cases, to the earlier
expiration or termination of the Option, if Employee’s
employment with the Company terminates involuntarily other than for
Cause, then the Option may be exercised by Employee at any time
during the 90 day period following such termination, or by
Employee’s estate (or the person who acquires this Agreement
by w
