Exhibit 10.1
Form
of 2008 Time Vested Unit Award
NEWFIELD EXPLORATION COMPANY
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT
AGREEMENT (this “ Agreement ”) is
made as of February 7, 2008 (the “ Date of
Grant ”) and is by and between Newfield Exploration
Company (the “ Company ”) and
(“ Employee ”).
1. Grant
.
(a) Restricted Stock
Units . Pursuant to the Newfield Exploration Company 2007
Omnibus Stock Plan (as amended from time to time, the “
Plan ”), this Agreement evidences the grant by
the Company of an award of
restricted stock units to Employee subject to the Forfeiture
Restrictions described in Section 2(a) below (the “
Restricted Stock Units ”). Each Restricted
Stock Unit represents the right to receive one share of Common
Stock as of the date on which the Restricted Stock Unit is
payable.
(b) Plan Incorporated .
Employee acknowledges receipt of a copy of the Plan and agrees that
the Restricted Stock Units 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.
(c) No Rights as a
Stockholder . Restricted Stock Units are not actual
shares of Common Stock and Employee will have no rights as a
stockholder with respect to any Restricted Stock Units, including
no right to vote on matters submitted to stockholders of the
Company and no right to receive any dividends declared or paid on
Common Stock. Employee will be a general and unsecured creditor of
the Company and will have no direct or secured claim in any
specific assets of the Company.
2.
Restrictions . Employee hereby accepts the Restricted
Stock Units and agrees with respect thereto as follows:
(a) Forfeiture
Restrictions . Except as otherwise provided in
Paragraph X of the Plan, (i) the Restricted Stock Units
may not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred or disposed of to the extent then subject to
Forfeiture Restrictions and (ii) if, prior to the fourth year
anniversary of the Date of Grant, Employee’s employment with
the Company is terminated for any reason (including as described in
the last sentence of Paragraph XII(b) of the Plan) other
than (A) a separation from service by reason of death or
Disability (as defined below) of Employee or (B) a Qualified
Retirement, Employee shall, for no consideration, forfeit to the
Company all Restricted Stock Units to the extent then subject to
Forfeiture Restrictions. The prohibition against transfer and the
obligation to forfeit and surrender the Restricted Stock Units to
the Company as provided in this Section 2(a) are herein
referred to as “ Forfeiture Restrictions
.” Forfeiture Restrictions shall be binding upon and
enforceable against any permitted transferee of the Restricted
Stock Units.
(b) Death or Disability
. If not previously forfeited, Forfeiture Restrictions with respect
to the Restricted Stock Units shall lapse upon a separation from
service with the Company by reason of Employee’s death or
Disability.
(c) Qualified
Retirement . Upon Employee’s Qualified Retirement, if
not previously forfeited, Forfeiture Restrictions shall lapse with
respect to that number of Restricted Stock Units equal to
(i) the Pro Rata Units minus (ii) the number of
Restricted Units with respect to which the Forfeiture Restrictions
have previously lapsed pursuant to Section 2(d).
(d) Continuous
Employment . If not previously forfeited, Forfeiture
Restrictions with respect to the Restricted Stock Units shall lapse
on the indicated anniversary of the Date of Grant in accordance
with the following schedule:
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Percentage of
Restricted |
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Stock Units Subject to
Forfeiture |
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Restrictions as |
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to which Forfeiture
Restrictions |
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Annual Anniversary of
Date of Grant |
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Lapse |
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Second
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33 1 / 3 |
% |
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Third
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50 |
% |
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Fourth
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100 |
% |
3.
Definitions .
(a)
“Disability” has the meaning set forth in
Section 409A(a)(2)(A)(ii) of the Code.
(b) “ Pro Rata
Units ” means a number of Restricted Stock Units
equal to the product of (i) the total number of Restricted
Stock Units initially covered by this Agreement multiplied
by (ii) the result of (A) the number of days that
have elapsed since the Date of Grant divided by (B) the
number of days from the Date of Grant to the fourth anniversary of
the Date of Grant.
(c) “Qualified
Retirement” means Employee (i) either is
(A) at least age 60 and signs a non-compete agreement (the
form of which is attached hereto as Exhibit A )
that is effective until reaching age 62 or (B) is at least age
62, (ii) has at least 10 years of Qualified Service and
(iii) provides the Requisite Notice.
(d) “Qualified
Service” means (i) Employee’s continuous
employment with (A) the Company or (B) a subsidiary of
the Company during the time that such subsidiary is, directly or
indirectly, a wholly owned subsidiary of the Company plus
(b) any additional service credit granted to Employee (or a
group of employees of which Employee is a member) by the
Board.
(e) “Requisite
Notice” means (a) if employee is an officer of
the Company, at least six months prior written notice to the Board
or (b) otherwise, at least three months prior written notice
to the chief executive officer of the Company.
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4. Settlement of
Units . Subject to the provisions of Paragraph XII(c)
of the Plan, upon the lapse of Forfeiture Restrictions without
forfeiture, the Company will cause a certificate to be issued to
Employee representing the number of shares of Common Stock equal to
the number of outstanding Restricted Stock Units no longer subject
to Forfeiture Restrictions.
5. Community
Interest of Spouse . The community interest, if any, of any
spouse of Employee in any of the Restricted Stock Units shall be
subject to all of the terms, conditions and restrictions of this
Agreement and the Plan, and shall be forfeited and surrendered to
the Company upon the occurrence of any of the events requiring
Employee’s interest in such Restricted Stock Units to be so
forfeited and surrendered pursuant to this Agreement.
6. Binding
Effect . This Agreement shall be binding upon and inure to
the benefit of any successors to the Company and all persons
lawfully claiming under Employee.
7. Entire
Agreement . This Agreement and the Plan constitute the
entire agreement of the parties hereto with regard to the subject
matter hereof, and contain all the covenants and agreements between
the parties with respect to the Restricted Stock Units. With
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