AMENDMENT TO RESTRICTED STOCK
AWARD AGREEMENTS
UNDER THE
DEVON ENERGY CORPORATION 2005 LONG-TERM INCENTIVE
PLAN
THIS AMENDMENT TO
RESTRICTED STOCK AWARD AGREEMENTS (“Amendment”) is
entered into as of the ___ day of
, 2008 by and between Devon Energy Corporation, a Delaware
corporation (the “Company”), and
(the “Participant”).
WHEREAS, the
Company and the Participant have previously entered into certain
Restricted Stock Award Agreements under the Devon Energy
Corporation 2005 Long-Term Incentive Plan listed on Exhibit A (the
“Agreements”), which granted to the Participant shares
of Common Stock of the Company (the “Restricted Stock”)
in exchange for the Participant’s performance of future
services for the Company subject to the terms and conditions of the
Agreements; and
WHEREAS, the
Company and the Participant desire to amend the Agreements with
respect to vesting of the Restricted Stock following the date of
retirement of the Participant under certain circumstances;
and
WHEREAS,
Section 12.7 of the Plan permits the Compensation Committee of
the Company’s Board of Directors (the
“Committee”) to amend the Agreements; and
WHEREAS, the
Committee has approved the amendment of the Agreements as set forth
herein.
NOW, THEREFORE,
for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree that the Agreements are
hereby amended as follows:
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1.
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The
first sentence of the first paragraph of Section 3(b) is amended to
read as follows:
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“Except as provided in this
Section 3, if the Participant’s Date of Termination has
not occurred as of the vesting dates specified below (the
“Vesting Dates”), then, the Participant shall be
entitled, subject to the applicable provisions of the Plan and this
Agreement having been satisfied, to receive on or within a
reasonable time after the applicable Vesting Dates, on a cumulative
basis, the number of shares of Stock as described in the following
schedule.”
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2.
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The
last sentence of the first paragraph of Section 3(b) is amended to
read as follows:
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“The Participant shall forfeit
the unvested portion of the Award (including the underlying
Restricted Stock and “Accrued Dividends,” as such term
is hereinafter defined) upon the
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occurrence of
the Participant’s Date of Termination unless the Award
becomes vested under the circumstances described in
Sections 3(b)(i), (ii), (iii) or
(iv) below.”
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3.
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The
first sentence of Section 3(b)(i) is hereby amended to read as
follows:
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“The Award shall become fully
vested upon the occurrence of a Change of Control Event that occurs
(i) prior to the Participant’s Date of Termination or
(ii) if the Participant has retired prior to such Change of
Control Event and is Post-Retirement Eligible, following the
Participant’s Date of Termination.”
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4.
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Section 3 is hereby amended to
delete from Section 3(b)(iii) the phrase “or Early
Retirement Date (as such term is defined in the Company’s
Retirement Plan).”
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5.
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Section 3(b) is hereby amended
to add a Section 3(b)(iv):
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“(iv) Notwithstanding any
provision to the contrary in this Agreement, if the Participant is
Post-Retirement Eligible, the Participant shall, subject to the
satisfaction of the conditions in Section 14, be eligible to
vest in accordance with the Vesting Schedule above in this
Section 3, in the installments of Restricted Stock that remain
unvested on the Date of Termination as follows:
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Percentage of
Unvested Installments of Restricted Stock
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Age at
Retirement
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Eligible to be
Earned by the Participant
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0
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%
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60
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%
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65
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%
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70
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%
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75
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%
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80
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%
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100
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%
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6.
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Section 3 is hereby amended to
add a Section 3(f):
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“(f) Post-Retirement
Eligible . For purposes of this Agreement,
“Post-Retirement Eligible” means the
Participant’s Date of Termination occurs (i) by reason
of the Participant’s retirement and (ii) on or after the
Participant has attained age fifty-five (55) with ten
(10) or more Years of Service, as that term is defined in the
Retirement Plan for Employees of Devon Energy Corporation (the
“Retirement Plan”).”
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7.
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By
adding a new Section 14 that provides as follows:
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“14. Conditions to
Post-Retirement Vesting .
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(a)
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Notice of and Conditions to Post-
Retirement Vesting . If the Participant is
Post-Retirement Eligible, the Company shall, within a reasonable
period of time prior to the Participant’s Date of
Termination, notify the Participant that the Participant has the
right to continue to vest following the Date of Termination in any
unvested installments of Restricted Stock (each such unvested
installment, an “Installment”), provided that the
Participant executes and delivers to the Company, with respect to
each such Inst
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