SEPARATION
AND RELEASE AGREEMENT
This
Separation and Release Agreement (the “ Agreement
”) is effective March 11, 2009, by and between Stephen
J. Hadden (the “ Executive ”) and Devon Energy
Corporation (the “ Company ”).
WHEREAS,
the Executive is employed as the Executive Vice President,
Exploration and Production of the Company;
WHEREAS,
the Executive and the Company have into entered an Amended and
Restated Employment Agreement with an effective date of
December 15, 2008 (the “ Employment Agreement
”); and
WHEREAS,
the parties desire to enter this Agreement to reflect their mutual
undertakings, promises and agreements concerning the
Executive’s resignation of his employment with the Company
and payments and benefits to the Executive upon or by reason of
such resignation.
NOW,
THEREFORE, in exchange for the valuable consideration paid or given
under this Agreement, the receipt, adequacy and sufficiency of
which is hereby acknowledged, the parties knowingly and voluntarily
agree to the following terms:
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1.
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Separation Date and Effect of
Separation .
Capitalized terms not defined by this Agreement shall have the same
meaning ascribed to them in the Employment Agreement unless
specifically denoted otherwise. The Executive hereby resigns from
the Company effective March 11, 2009 (the “ Separation
Date ”). The Company and the Executive agree that such
resignation from the Company shall result in a Separation from
Service under the Employment Agreement.
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2.
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Enforceability of Employment
Agreement .
Nothing in this Agreement shall be construed to limit, supersede or
cancel any of the Company’s or the Executive’s rights
or obligations under the Employment Agreement, all of which shall
remain in full force and effect.
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3.
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Final Pay and Benefits
. The Company and the
Executive agree that the Executive’s employment with the
Company is being terminated under circumstances that would entitle
him to the benefits provided in Section 4(b) of the Employment
Agreement. Upon the Executive’s Separation from Service on
the Separation Date, Executive shall receive all Accrued
Obligations in accordance with Section 4(a) of the Employment
Agreement. In addition, contingent upon (i) the
Executive’s execution of a General Release in the form
attached as Exhibit A (the “ Release
”) between the date of the Executive’s Separation from
Service and the twenty-first (21st) day following his Separation
from Service (the “ Consideration Period ”) and
(ii) non-revocation of such Release within the seven (7) day
period after the date the Executive executes the Release (the
“ Revocation Period ”), the Executive shall be
entitled to the payments and benefits outlined in Section 4(b) of
the Employment Agreement (the “ Severance Benefits
”).
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4.
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Accelerated Vesting of Restricted
Stock and Stock Options . In connection with the
Executive’s participation in the Company’s 2005
Long-Term Incentive Plan, the Executive has received awards of the
Company’s restricted stock and stock options (the “
Stock Awards ”). If the Executive signs and returns
the Release during the Consideration Period and does not revoke the
Release, all unvested Stock Awards shall vest and become
exercisable in accordance with the terms of the applicable award
agreements effective upon the date the Revocation Period has
expired without the Executive having revoked the Release. If the
Executive fails to sign and return the Release within the
Consideration Period or revokes such Release within the Revocation
Period, the unvested portion of the Stock Awards shall be
forfeited.
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5.
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Return of Property
. The Executive agrees
that, on or before the Separation Date, he shall return to the
Company any and all items of the Company’s or any of its
Affiliates’ physical or personal property, including, without
limitation, keys, badge/access cards, computers, software, cellular
telephones and personal digital devices, equipment, credit cards,
files, documents, manuals, correspondence, business records,
personnel data, lists of employees, salary and benefits
information, lists of suppliers and vendors, price lists,
contracts, contract information, training materials, computer tapes
and diskettes or other portable media, computer-readable files and
data stored on any hard drive or other installed device, and data
processing reports, and any and all other documents, property, or
Confidential Information that he has had possession of or control
over during his employment with the Company. The Executive’s
obligations to return property shall not apply to and the Executive
may retain a copy of personnel, benefit or payroll documents
concerning only him.
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6.
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Waiver of Certain Rights
.
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(a)
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Right to Relief Not Provided in This
Agreement .
The Executive irrevocably waives any right to monetary recovery
from the Company or its Affiliates, whether sought directly by him
or any administrative agency or other public authority, individual
or group of individuals that should pursue any claim on his behalf.
The Executive shall not request or accept from the Company or its
Affiliates, as compensation or damages related to his employment or
the termination of his employment with the Company, anything of
value that is not provided for in this Agreement.
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(b)
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Right to a Jury Trial
. To the extent
permitted by law, the Executive irrevocably waives the right to
trial by jury with respect to any claim against the Company or its
Affiliates, including without limitation any claim arising from
this Agreement. The Executive’s obligations under this
subsection shall supplement, rather than supplant, the
Executive’s arbitration obligations under Section 10 of
the Employment Agreement.
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(c)
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Right to Class-Action or
Collective-Action Initiation or Participation
. The Executive
irrevocably waives the right to initiate or participate in any
c
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