exv10w1



 





Exhibit 10.1




NEWFIELD EXPLORATION COMPANY

2004 OMNIBUS STOCK PLAN




(As Amended and Restated Effective February 7, 2007)




I. PURPOSE




     The
purpose of this NEWFIELD EXPLORATION COMPANY 2004 OMNIBUS STOCK
PLAN (as amended from time to time, this “Plan”) is to
provide a means through which NEWFIELD EXPLORATION COMPANY, a Delaware corporation (the “Company”),
and its subsidiaries may attract and retain able employees and to provide a means whereby those
individuals upon whom the responsibilities of the successful administration and management of the
Company and its subsidiaries rest, and whose present and potential contributions to the welfare of
the Company and its subsidiaries are of importance, can acquire and maintain stock ownership,
thereby strengthening their concern for the welfare of the Company and its subsidiaries. A further
purpose of this Plan is to provide employees with additional incentive and reward opportunities
designed to enhance the profitable growth of the Company and its subsidiaries and to better align
the interests of such employees with those of the Company’s stockholders. Accordingly, this Plan
provides for granting Incentive Stock Options, options that do not constitute Incentive Stock
Options, Restricted Stock Awards, Restricted Stock Unit Awards and any combination of the
foregoing, as is best suited to the circumstances of a particular employee.



II. DEFINITIONS AND CONSTRUCTION




     (a) Definitions. Where the following words and phrases are used in this Plan, they
shall have the respective meanings set forth below, unless the context clearly indicates to the
contrary:



     “Award” means, individually or collectively, any Option, Restricted Stock Award or Restricted
Stock Unit Award.



     “Board” means the Board of Directors of the Company.



     “Change of Control” means the occurrence of any of the following events: (i) the Company is
not the surviving Person in any merger, consolidation or other reorganization (or survives only as
a subsidiary of another Person), (ii) the consummation of a merger or consolidation of the Company
with another Person and as a result of such merger or consolidation less than 50% of the
outstanding voting securities of the surviving or resulting corporation will be issued in respect
of the capital stock of the Company, (iii) the Company sells, leases or exchanges all or
substantially all of its assets to any other Person, (iv) the Company is to be dissolved and
liquidated, (v) any Person, including a “group” as contemplated by Section 13(d)(3) of the Exchange
Act, acquires or gains ownership or control (including the power to vote) of more than 50% of the
outstanding shares of the Company’s voting stock (based upon voting power) or (vi) as a result of
or in connection with a contested election of directors, the Persons who were directors of the
Company before such election cease to constitute a majority of the Board. Notwithstanding the
foregoing, for purposes of Paragraph X(d), the



 









 




definition of “Change of Control” shall not include clause (i) above or any merger, consolidation,
reorganization, sale, lease, exchange, or similar transaction involving solely the Company and one
or more Persons that were wholly owned, directly or indirectly, by the Company immediately prior to
such event.




     “Change of Control Value” means (i) the price per share offered to stockholders of the Company
in any merger, consolidation, reorganization, sale of assets or dissolution transaction that
constitutes a Change of Control, (ii) the price per share offered to stockholders of the Company in
any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if a Change of
Control occurs other than pursuant to a tender offer or exchange offer, the fair market value per
share of the shares into which Awards are exercisable, as determined by the Committee. If the
consideration offered to stockholders of the Company in any Change of Control transaction consists
of anything other than cash, the Committee shall determine the fair cash equivalent of the portion
of the consideration offered that is other than cash.



     “Code” means the Internal Revenue Code of 1986, as amended. Reference in this Plan to any
section of the Code shall be deemed to include any amendments or successor provisions to such
section and any regulations under such section.



     “Committee” means, subject to Paragraph IV(d), the Compensation & Management Development
Committee of the Board.



     “Common Stock” means the common stock, par value $.01 per share, of the Company, or any
security into which such Common Stock may be changed by reason of any transaction or event of the
type described in Paragraph X.



     “Company” has the meaning specified in Paragraph I.




     An “employee” means any Person (including an officer or a director) in an employment
relationship with the Company or any parent or subsidiary corporation (as defined in section 424 of
the Code).



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Fair Market Value” means, as of any specified date, the mean of the high and low sales prices
of the Common Stock (i) reported by the National Market System of NASDAQ on that date or (ii) if
the Common Stock is listed on a national stock exchange, reported on the stock exchange composite
tape on that date (or such other reporting service approved by the Committee); or, in either case,
if no prices are reported on that date, on the last preceding date on which such prices of the
Common Stock were so reported. If the Common Stock is traded over the counter at the time a
determination of its fair market value is required to be made hereunder, its fair market value
shall be deemed to be equal to the average between the reported high and low or closing bid and
asked prices of Common Stock on the most recent date on which Common Stock was publicly traded. If
the Common Stock is not publicly traded at the time a



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determination of its value is required to be made hereunder, the determination of its fair
market value shall be made by the Committee in such manner as it deems appropriate.




     “Forfeiture Restrictions” has the meaning specified in Paragraph VIII(a).



     “Holder” means an employee who has been granted an Award, all or any portion of which remains
outstanding.



     “Incentive Stock Option” means an incentive stock option within the meaning of section 422 of
the Code.



     “Option” means an Award granted under Paragraph VII of this Plan and includes both Incentive
Stock Options to purchase Common Stock and Options to purchase Common Stock that do not constitute
Incentive Stock Options.



     “Option Agreement” means a written agreement between the Company and a Holder with respect to
an Option.



     “Person” means any individual, partnership, corporation, limited liability company, trust,
incorporated or unincorporated organization or association or other legal entity of any kind.



     “Plan”
has the meaning specified in Paragraph I.



     “Requirements” has the meaning specified in Paragraph XII(g).



     “Restatement”
has the meaning specified in Paragraph III.



     “Restatement
Effective Date” has the meaning specified in Paragraph
III.



     “Restricted Stock Agreement” means a written agreement between the Company and a Holder with
respect to a Restricted Stock Award.



     “Restricted Stock Award” means an Award granted under Paragraph VIII of this Plan.



     “Restricted Stock Unit Agreement” means a written agreement between the Company and a Holder
with respect to a Restricted Stock Unit Award.



     “Restricted Stock Unit Award” means an Award granted under Paragraph IX of this Plan.



     “Rule 16b-3” means Securities and Exchange Commission Rule 16b-3 promulgated under the
Exchange Act, as it may be amended from time to time, and any successor rule, regulation or statute
fulfilling the same or a similar function.



     “Stock
Split” means the two-for-one split of the Common
Stock effected by a dividend of shares of Common Stock following the close of
trading on May 25, 2005.




     “Unit Forfeiture Restrictions” has the meaning specified in Paragraph IX(b).



     (b) Construction. Unless the context otherwise requires, as used in this Plan (i) a
term has the meaning ascribed to it; (ii) “or” is not exclusive; (iii) “including” means
“including, without limitation;” (iv) words in the singular include the plural; (v) words in the
plural include the singular; (vi) words applicable to one gender shall be construed to apply to
each gender; (vii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar
words refer to this entire Plan; (viii) the term “Paragraph” refers to the specified Paragraph of
this Plan; (ix) the



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descriptive headings contained in this Plan are included for convenience of reference only and
shall not affect in any way the meaning or interpretation of this Plan; (x) all references to
amounts of money are to U.S. dollars; and (xi) a reference to any Person includes such Person’s
successors and permitted assigns.




III. RESTATEMENT EFFECTIVE DATE AND DURATION OF THIS PLAN




     The
amendment and restatement of this Plan (the
“Restatement”) as approved by the Board on
February 7, 2007 (the “Restatement Effective
Date”) is effective as of the Restatement Effective Date.
Awards granted prior to the Restatement Effective Date shall continue
to be governed by the terms of this Plan as in effect prior to such
date, and nothing in the Restatement shall operate to modify or
affect in any way any such Award.



     No
Awards may be granted under this Plan after the expiration of ten
years from the date this Plan was originally adopted by the Board.
This Plan shall remain in effect until all Options granted hereunder
have been satisfied or expired and all Restricted Stock Awards and
Restricted Stock Unit Awards granted hereunder have vested or been
forfeited.




IV. ADMINISTRATION




     (a) Committee Administration. Subject to Paragraph IV(d), this Plan shall be
administered by the Committee.



     (b) Powers. Subject to the express provisions of this Plan, the Committee shall have
authority, in its sole discretion, to determine which employees shall receive an Award, the time or
times when such Award shall be made, whether an Incentive Stock Option, nonqualified Option,
Restricted Stock Award or Restricted Stock Unit Award shall be granted, the number of shares to be
subject to each Option or Restricted Stock Award, and the number of shares reflected by each
Restricted Stock Unit Award. In making such determinations, the Committee shall take into account
the nature of the services rendered by the respective employees, their present and potential
contribution to the Company’s success and such other factors as the Committee in its sole
discretion may deem relevant.



     (c) Additional Powers. The Committee shall have such additional powers as are
delegated to it by the other provisions of this Plan. Subject to the express provisions of this
Plan, this shall include the power to construe this Plan and the respective agreements executed
hereunder, to prescribe rules and regulations relating to this Plan, and to determine the terms,
restrictions and provisions of the agreement relating to each Award, including such terms,
restrictions and provisions as shall be requisite in the judgment of the Committee to cause
designated Options to qualify as Incentive Stock Options, and to make all other determinations
necessary or advisable for administering this Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in this Plan or in any agreement relating to an Award
in the manner and to the extent it shall deem expedient to carry it into effect. The
determinations of the Committee on the matters referred to in this Paragraph IV shall be
conclusive.



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     (d) Delegation of Authority by the Committee. Notwithstanding the preceding
provisions of this Paragraph IV or any other provision of this Plan to the contrary, the Committee
may from time to time, in its sole discretion, delegate all or any portion of its powers, duties
and responsibilities under this Plan to a subcommittee of the Committee. In particular, the
Committee may delegate the administration (or interpretation of any provision) of this Plan and the
right to grant Awards under this Plan to a subcommittee consisting solely of two or more members of
the Committee who are outside directors (within the meaning of the term “outside directors” as used
in section 162(m) of the Code and applicable interpretive authority thereunder and within the
meaning of “Non-Employee Director” as defined in Rule 16b-3). The Committee may put any conditions
and restrictions on the powers that may be exercised by such subcommittee upon such delegation as
the Committee determines in its sole discretion, and the Committee may revoke such delegation at
any time.



V. SHARES SUBJECT TO THIS PLAN; GRANT OF OPTIONS;

GRANT OF RESTRICTED STOCK AWARDS;

GRANT OF RESTRICTED STOCK UNIT AWARDS




     (a) Shares Subject to this Plan and Award Limits. Subject to adjustment from time to
time in accordance with the terms of this Plan, the aggregate number of shares of Common Stock that
may be issued under this Plan (after adjustment, as appropriate, to
give effect to the Stock Split) shall not exceed 6,000,000 shares. With respect to each Option
granted under this Plan, the number of shares of Common Stock available for issuance under this
Plan shall be reduced by the number of shares subject to such Option, and to the extent that such
Option lapses or the rights of its Holder terminate, any shares not issued pursuant to such Option
shall again be available for the grant of an Award under this Plan. With respect to each
Restricted Stock Award and each Restricted Stock Unit Award granted under this Plan, the number of
shares of Common Stock available for issuance under this Plan shall be reduced by two times the
number of shares subject to or reflected by such Award, and to the extent that such Award lapses or
the rights of its Holder terminate, two times the number of shares subject to or reflected by such
Award that were forfeited shall again be available for the grant of an Award under this Plan.
Notwithstanding any provision in this Plan to the contrary, the maximum number of shares of Common
Stock that may be subject to or reflected by Awards granted to any one individual during any
calendar year (after adjustment, as appropriate, to
give effect to the Stock Split) is 200,000 shares of Common Stock, of
which (after adjustment, as appropriate, to
give effect to the Stock Split) no more than 100,000 shares of Common
Stock may be subject to Restricted Stock Awards or reflected by Restricted Stock Unit Awards (as
adjusted from time to time in accordance with the terms of this Plan). Notwithstanding any
provision in this Plan to the contrary, the aggregate grant date Fair Market Value of shares of
Common Stock that may be subject to Restricted Stock Awards or reflected by Restricted Stock Unit
Awards granted to any one individual during any calendar year may not exceed $10,000,000. The limitations set forth
in the preceding sentences shall be applied in a manner that will permit compensation generated
under this Plan that is intended to constitute “performance-based” compensation for purposes of
section 162(m) of the Code to qualify as such, including counting against such maximum number of
shares or such aggregate grant date Fair Market Value, to the extent required under section 162(m)
of the



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Code and applicable interpretive authority thereunder, any shares subject to Options that are
canceled or repriced or any shares and the aggregate grant date Fair Market Value of any shares
subject to Restricted Stock Awards or reflected by Restricted Stock Unit Awards that are forfeited.




     (b) Grant of Options. The Committee may from time to time grant Options to one or
more employees determined by it to be eligible for participation in this Plan in accordance with
the terms of this Plan.



     (c) Grant of Restricted Stock Awards. The Committee may from time to time grant
Restricted Stock Awards to one or more employees determined by it to be eligible for participation
in this Plan in accordance with the terms of this Plan.



     (d) Grant of Restricted Stock Unit Awards. The Committee may from time to time grant
Restricted Stock Unit Awards to one or more employees determined by it to be eligible for
participation in this Plan in accordance with the terms of this Plan.



     (e) Stock Offered. Subject to the limitations set forth in Paragraph V(a), the stock
to be offered pursuant to the grant of an Award may be authorized but unissued Common Stock or
Common Stock previously issued and outstanding and reacquired by the Company. Any of such shares
that remain unissued and that are not subject to or reflected by outstanding Awards at the
termination of this Plan shall cease to be subject to this Plan but, until termination of this
Plan, the Company shall at all times make available a sufficient number of shares to meet the
requirements of this Plan.



VI. ELIGIBILITY




     Awards may be granted only to Persons who, at the time of grant, are employees. An Award may
be granted on more than one occasion to the same Person, and, subject to the limitations set forth
in this Plan, such Award may include an Incentive Stock Option, an Option that is not an Incentive
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award or any combination thereof.



VII. STOCK OPTIONS




     (a) Option Period. The term of each Option shall be as specified by the Committee at
the date of grant, but in no event shall an Option be exercisable after the expiration of ten years
from the date of grant.



     (b) Limitations on Exercise of Option. An Option shall be exercisable in whole or in
such installments and at such times as determined by the Committee.



     (c) Special Limitations on Incentive Stock Options. To the extent that the aggregate
Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of
Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an
individual during any calendar year under all incentive stock option plans of the Company and its
parent and subsidiary corporations exceeds $100,000, such Incentive Stock



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Options shall be treated as Options that do not constitute Incentive Stock Options. The
Committee shall determine, in accordance with applicable provisions of the Code, Treasury
Regulations and other administrative pronouncements, which of a Holder’s Incentive Stock Options
will not constitute Incentive Stock Options because of such limitation and shall notify the Holder
of such determination as soon as practicable after such determination. No Incentive Stock Option
shall be granted to an individual if, at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company
or of its parent or subsidiary corporation, within the meaning of section 422(b)(6) of the Code,
unless (i) at the time such Option is granted the option price is at least 110% of the Fair Market
Value of the Common Stock subject to the Option and (ii) such Option by its terms is not
exercisable after the expiration of five years from the date of grant. An Incentive Stock Option
shall not be transferable otherwise than by will or the laws of descent and distribution, and shall
be exercisable during the Holder’s lifetime only by such Holder or the Holder’s guardian or legal
representative.




     (d) Option Agreement. Each Option shall be evidenced by an Option Agreement in such
form and containing such provisions not inconsistent with the provisions of this Plan as the
Committee from time to time shall approve, including provisions to qualify an Incentive Stock
Option under section 422 of the Code. Each Option Agreement shall specify the effect of
termination of employment on the exercisability of the Option. An Option Agreement may provide for
the payment of the option price, in whole or in part, by the constructive delivery of a number of
shares of Common Stock (plus cash if necessary) having a Fair Market Value equal to such option
price. Moreover, an Option Agreement may provide for a “cashless exercise” of the Option by
establishing procedures satisfactory to the Committee with respect thereto. The terms and
conditions of the respective Option Agreements need not be identical. Subject to the consent of
the Holder, the Committee may, in its sole discretion, amend an outstanding Option Agreement from
time to time in any manner that is not inconsistent with the provisions of this Plan (including an
amendment that accelerates the time at which the Option, or any portion thereof, may be
exercisable).



     (e) Option Price and Payment. The price at which a share of Common Stock may be
purchased upon exercise of an Option shall be determined by the Committee but, subject to
adjustment as provided in Paragraph X, such purchase price shall not be less than the Fair Market
Value of a share of Common Stock on the date such Option is granted. The Option or portion thereof
may be exercised by delivery of an irrevocable notice of exercise to the Company, as specified by
the Committee. The purchase price of the Option or portion thereof shall be paid or otherwise
satisfied in full in the manner prescribed by the Committee and the applicable Option Agreement.
Separate stock certificates shall be issued by the Company for those shares acquired pursuant to
the exercise of an Incentive Stock Option and for those shares acquired pursuant to the exercise of
any Option that does not constitute an Incentive Stock Option.



     (f) Restrictions on Repricing Options. Except as provided in Paragraph X, the
Committee may not, without approval of the stockholders of the Company, amend any outstanding
Option Agreement to lower the option price (or cancel and replace any outstanding Option Agreement
with Option Agreements having a lower option price).



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     (g) Stockholder Rights and Privileges. The Holder shall be entitled to all the
privileges and rights of a stockholder only with respect to such shares of Common Stock as have
been purchased under the Option and for which certificates of stock have been registered in the
Holder’s name.



     (h) Options and Rights in Substitution for Stock Options Granted by Other
Corporations. Options may be granted under this Plan from time to time in substitution for
stock options held by individuals employed by corporations or other Persons who become employees as
a result of a merger or consolidation or other business transaction with the Company or a
subsidiary of the Company.



VIII. RESTRICTED STOCK AWARDS




     (a) Forfeiture Restrictions To Be Established by the Committee. Shares of Common
Stock that are the subject of a Restricted Stock Award shall be subject to restrictions on
disposition by the Holder and an obligation of the Holder to forfeit and surrender the shares to
the Company under certain circumstances (“Forfeiture Restrictions”). Applicable Forfeiture
Restrictions shall be determined by the Committee in its sole discretion, and the Committee may
provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of one or more
performance targets established by the Committee that are based on the price of a share of Common
Stock, the Company’s consolidated earnings per share, the Company’s market share, the market share
of a business unit of the Company designated by the Committee, the Company’s sales, the sales of a
business unit of the Company designated by the Committee, the consolidated net income (before or
after taxes) of the Company or any business unit of the Company designated by the Committee, the
consolidated cash flow return on investment of the Company or any business unit of the Company
designated by the Committee, the consolidated earnings before or after interest, taxes and
depreciation, depletion and amortization of the Company or any business unit of the Company
designated by the Committee, the economic value added, the return on stockholders’ equity achieved
by the Company, reserve additions or revisions, economic value added from reserves, total
capitalization, total stockholder return, assets, exploration successes, production volumes,
finding and development costs, cost reductions and savings, return on sales or profit margins, (ii)
the Holder’s continued employment as an employee for a specified period of time, (iii) the
occurrence of any event or the satisfaction of any other condition specified by the Committee in
its sole discretion or (iv) a combination of any of the foregoing. The performance measures
described in clause (i) of the preceding sentence may be subject to adjustment for specified
significant extraordinary items or events; provided, however, that with respect to a Restricted
Stock Award that has been granted to a “covered employee” (within the meaning of Treasury
Regulation section 1.162-27(c)(2)) that has been designed to meet the exception for
performance-based compensation under section 162(m) of the Code, such performance measures may only
be subject to adjustment to the extent that such adjustment would not cause such Award to cease to
be performance-based under applicable Treasury Regulations. In addition, such performance measures
may be absolute, relative to one or more other companies or relative to one or more indexes, and
may be contingent upon future performance of the Company or any subsidiary, division or department
thereof. Each Restricted Stock Award may, in the sole discretion of the Committee, have Forfeiture
Restrictions that are
the same as or different from the Forfeiture Restrictions with respect to other Restricted
Stock Awards.



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     (b) Other Terms and Conditions. Common Stock awarded pursuant to a Restricted Stock
Award shall be represented by a stock certificate registered in the name of the Holder of such
Restricted Stock Award. Unless provided otherwise in a Restricted Stock Agreement, the Holder
shall have the right to receive ordinary dividends with respect to Common Stock subject to a
Restricted Stock Award, to vote Common Stock subject thereto and to enjoy all other stockholder
rights, except that (i) the Holder shall not be entitled to delivery of the stock certificate until
the Forfeiture Restrictions have expired, (ii) the Company shall retain custody of the stock until
the Forfeiture Restrictions have expired, (iii) the Holder may not sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have
expired and (iv) a breach of the terms and conditions established by the Committee pursuant to the
Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock Award. At the time of
such Award, the Committee may, in its sole discretion, prescribe additional terms, conditions or
restrictions relating to Restricted Stock Awards, including rules pertaining to the termination of
employment (by retirement, disability, death or otherwise) of a Holder prior to expiration of the
Forfeitures Restrictions. Such additional terms, conditions or restrictions, if any, shall be set
forth in a Restricted Stock Agreement made in conjunction with the Award.



     (c) Payment for Restricted Stock. The Committee shall determine the amount and form
of any payment for Common Stock received pursuant to a Restricted Stock Award, provided that, in
the absence of such a determination, a Holder shall not be required to make any payment for Common
Stock received pursuant to a Restricted Stock Award except to the extent otherwise required by law.



     (d) Committee’s Discretion to Accelerate Vesting of Restricted Stock Awards. The
Committee may, in its sole discretion and as of a date determined by the Committee, fully vest any
or all Common Stock awarded to a Holder pursuant to a Restricted Stock Award and, upon such
vesting, all restrictions applicable to such Restricted Stock Award shall terminate as of such
date. Any action by the Committee pursuant to this Paragraph VIII(d) may vary among individual
Holders and may vary among the Restricted Stock Awards held by any individual Holder.
Notwithstanding the preceding provisions of this Paragraph VIII(d), the Committee may not take any
action described in this Paragraph VIII(d) with respect to a Restricted Stock Award that has been
granted to a covered employee (as defined in Paragraph VIII(a)) if such Award has been designed to
meet the exception for performance-based compensation under section 162(m) of the Code (unless such
action would not cause such Award to cease to be performance-based under applicable Treasury
Regulations).



     (e) Restricted Stock Agreements. At the time any Award is made under this Paragraph
VIII, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each
of the matters contemplated hereby and such other matters as the Committee may, in its sole
discretion, determine to be appropriate. The terms and provisions of the respective Restricted
Stock Agreements need not be identical. Subject to the consent of the Holder and the restriction
set forth in the last sentence of Paragraph VIII(d), the Committee may,
in its sole discretion, amend an outstanding Restricted Stock Agreement at any time and from
time to time in any manner that is not inconsistent with the provisions of this Plan.



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IX. RESTRICTED STOCK UNIT AWARDS




     (a) Restricted Stock Unit Awards. Each Restricted Stock Unit Award shall represent
the right to receive in specified circumstances (as determined by the Committee) either (i) one
share of Common Stock for each unit represented by such Award or (ii) the value, in cash, of each
unit represented by such Award. The value of each unit represented by such Award shall be equal to
the Fair Market Value of one share of Common Stock.



     (b) Unit Forfeiture Restrictions To Be Established by the Committee. Restricted Stock
Unit Awards shall be subject to restrictions on disposition by the Holder and an obligation of the
Holder to forfeit and surrender the units to the Company under certain circumstances (“Unit
Forfeiture Restrictions”). Applicable Unit Forfeiture Restrictions shall be determined by the
Committee in its sole discretion, and the Committee may provide that the Unit Forfeiture
Restrictions shall lapse upon (i) the attainment of one or more performance targets established by
the Committee that are based on the price of a share of Common Stock, the Company’s consolidated
earnings per share, the Company’s market share, the market share of a business unit of the Company
designated by the Committee, the Company’s sales, the sales of a business unit of the Company
designated by the Committee, the consolidated net income (before or after taxes) of the Company or
any business unit of the Company designated by the Committee, the consolidated cash flow return on
investment of the Company or any business unit of the Company designated by the Committee, the
consolidated earnings before or after interest, taxes and depreciation, depletion and amortization
of the Company or any business unit of the Company designated by the Committee, the economic value
added, the return on stockholders’ equity achieved by the Company, reserve additions or revisions,
economic value added from reserves, total capitalization, total stockholder return, assets,
exploration successes, production volumes, finding and development costs, cost reductions and
savings, return on sales or profit margins, (ii) the Holder’s continued employment as an employee
for a specified period of time, (iii) the occurrence of any event or the satisfaction of any other
condition specified by the Committee in its sole discretion or (iv) a combination of any of the
foregoing. The performance measures described in clause (i) of the preceding sentence may be
subject to adjustment for specified significant extraordinary items or events; provided, however,
that with respect to a Restricted Stock Unit Award that has been granted to a “covered employee”
(within the meaning of Treasury Regulation section 1.162-27(c)(2)) that has been designed to meet
the exception for performance-based compensation under section 162(m) of the Code, such performance
measures may only be subject to adjustment to the extent that such adjustment would not cause such
Award to cease to be performance-based under applicable Treasury Regulations. In addition, such
performance measures may be absolute, relative to one or more other companies or relative to one or
more indexes, and may be contingent upon future performance of the Company or any subsidiary,
division or department thereof. Each Restricted Stock Unit Award may, in the sole discretion of
the Committee, have Unit Forfeiture Restrictions that are the same as or different from the Unit
Forfeiture Restrictions with respect to other Restricted Stock Unit Awards.



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     (c) Other Terms and Conditions. Unless provided otherwise in a Restricted Stock Unit
Agreement, there shall be no adjustment to Restricted Stock Unit Awards for dividends paid
by the Company other than for dividend equivalent adjustments made by the Committee for stock
dividends in accordance with Paragraph X(b). A Holder shall not have any right to vote the shares
of Common Stock reflected by a Restricted Stock Unit Award. A breach of the terms and conditions
established by the Committee pursuant to the Restricted Stock Unit Agreement shall cause a
forfeiture of the Restricted Stock Unit Award. At the time of such Award, the Committee may, in
its sole discretion, prescribe additional terms, conditions or restrictions relating to Restricted
Stock Unit Awards, including rules pertaining to the termination of employment (by retirement,
disability, death or otherwise) of a Holder prior to expiration of the Unit Forfeitures
Restrictions. Such additional terms, conditions or restrictions, if any, shall be set forth in a
Restricted Stock Unit Agreement made in conjunction with the Award.



     (d) Settlement
of Restricted Stock Units. Unless provided otherwise in a Restricted
Stock Unit Agreement, settlement of a vested Restricted Stock Unit Award or, if an Award provides for
partial vesting, the vested portion of such Award shall be made in a single payment or delivery of cash or shares
of Common Stock (as provided in the Restricted Stock Unit Agreement)
as soon as practicable after vesting, but in no event later
than 30 days after the Award or portion of the Award becomes vested.



     (e) Restricted Stock Unit Agreements. At the time any Award is made under this
Paragraph IX, the Company and the Holder shall enter into a Restricted Stock Unit Agreement setting
forth each of the matters contemplated hereby and such other matters as the Committee may, in its
sole discretion, determine to be appropriate. The terms and provisions of the respective
Restricted Stock Unit Agreements need not be identical. Subject to the consent of the Holder, the
Committee may, in its sole discretion, amend an outstanding Restricted Stock Unit Agreement at any
time and from time to time in any manner that is not inconsistent with the provisions of this Plan.




     (f) Payment
for Common Stock. The Committee shall determine the amount
and form of any payment for Common Stock received upon settlement of
a Restricted Stock Unit Award, provided that, in the absence of such
determination, a Holder shall not be required to make any payment for
Common Stock received upon settlement of a Restricted Stock Unit
Award except to the extent otherwise required by law.



X. RECAPITALIZATION OR REORGANIZATION




     (a) No Effect on Right or Power. The existence of this Plan and the Awards granted
hereunder shall not affect in any way any right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or other change in
the Company’s or any subsidiary’s capital structure or its business, any merger or consolidation of
the Company or any subsidiary, any issue of debt or equity securities ahead of or affecting Common
Stock or the rights thereof, the dissolution or liquidation of the Company or any subsidiary or any
sale, lease, exchange or other disposition of all or any part of its assets or business or any
other corporate act or proceeding.



     (b) Subdivision or Consolidation of Shares; Stock Dividends. The shares with respect
to which Options may be granted are shares of Common Stock as presently constituted, but if, and
whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common
Stock without receipt of consideration by the Company that is not otherwise covered by Paragraph
X(c), the number of shares of Common Stock with respect to which such Option may thereafter be
exercised (i) in the event of an increase in the number of outstanding shares shall be
proportionately increased, and the purchase price per share shall be



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proportionately reduced and (ii) in the event of a reduction in the number of outstanding
shares shall be proportionately reduced, and the purchase price per share shall be proportionately
increased. If, prior to the vesting of a Restricted Stock Unit Award, the Company shall effect a
subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common
Stock without receipt of consideration by the Company, the number of shares reflected by the
Restricted Stock Unit Award (i) in the event of an increase in the number of outstanding shares
shall be proportionately increased and (ii) in the event of a reduction in the number of
outstanding shares shall be proportionately reduced. Any fractional share resulting from such
adjustments shall be rounded down to the next whole share.




     (c) Recapitalizations. If the Company recapitalizes, reclassifies its capital stock
or otherwise changes its capital structure, the number and class of shares of Common Stock covered
by an Option theretofore granted or reflected by a Restricted Stock Unit Award shall be adjusted so
that such Option shall thereafter cover or such Restricted Stock Unit Award shall thereafter
reflect the number and class of shares of stock and securities to which the Holder would have been
entitled pursuant to the terms of such transaction if, immediately prior to such transaction, the
Holder had been the holder of record of the number of shares of Common Stock then covered by such
Option or reflected by such Restricted Stock Unit Award.



     (d) Change of Control; Automatic Vesting of Awards. Except to the extent specifically
set forth in an Award agreement, effective upon a Change of Control (i) all Restricted Stock Awards
and Restricted Stock Unit Awards then outstanding shall automatically be fully vested and
nonforfeitable and (ii) all Options then outstanding shall automatically be fully exercisable.



     (e) Change of Control; Discretionary Actions. Effective upon or immediately prior to
a Change of Control, the Committee, acting in its sole discretion without the consent or approval
of any Holder, may effect one or more of the following alternatives with respect to outstanding
Options, which alternatives may vary among individual Holders and which may vary among Options held
by any individual Holder: (i) cancel some or all of the outstanding Options as of such time and
cause the Company to pay to each Holder an amount of cash per share equal to the excess, if any, of
the Change of Control Value of the shares subject to such Option over the exercise price(s) under
such Options for such shares, (ii) make such adjustments to Options then outstanding as the
Committee deems appropriate, in its sole discretion, to reflect such Change of Control, or (iii)
provide that the number and class of shares of Common Stock covered by an outstanding Option be
adjusted so that such Option thereafter covers the number and class of shares of stock or other
securities or property (including cash) to which the Holder would have been entitled pursuant to
the terms of the agreement of merger, consolidation or sale of assets and dissolution if,
immediately prior to such transaction, the Holder had been the holder of record of the number of
shares of Common Stock then covered by such Option. The provisions of Paragraphs X(d) and X(e)
shall not terminate any rights of the Holder to further payments pursuant to any other agreement
with the Company following a Change of Control.



     (f) Other Changes in the Common Stock. If the outstanding Common Stock is changed by
reason of a recapitalization, reorganization, merger, consolidation, combination, split-up,
split-off, spin-off, exchange, distribution to the holders of Common Stock or other relevant change
in capitalization occurring after the date of the grant of any Award and not



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otherwise provided for by this Paragraph X, such Award and any agreement evidencing such Award
shall be subject to adjustment by the Committee at its sole discretion as to the number and price
of shares of Common Stock or other consideration subject to or reflected by such Award. If the
outstanding Common Stock is so changed, or upon the occurrence of any other event described in this
Paragraph X or a Change of Control, the aggregate number of shares available under this Plan and
the maximum number  of shares that may be subject to
or reflected by Awards granted to any one individual shall be appropriately adjusted to the extent,
if any, determined by the Committee in its sole discretion, which determination shall be
conclusive.




     (g) Stockholder Action. Any adjustment provided for in this Paragraph X shall be
subject to any required stockholder action.



     (h) No Adjustments unless Otherwise Provided. Except as hereinbefore expressly
provided, the issuance by the Company of shares of stock of any class or securities convertible
into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number of shares of Common Stock subject to or reflected by Awards theretofore
granted or the purchase price per share, if applicable.



XI. AMENDMENT AND TERMINATION OF THIS PLAN




     The Board may, in its sole discretion, terminate this Plan at any time with respect to any
shares of Common Stock for which Awards have not theretofore been granted. The Board shall have
the right to alter or amend this Plan or any part hereof from time to time; provided that no change
in this Plan may be made that would impair the rights of a Holder with respect to an Award
theretofore granted without the consent of such Holder; and provided further that the Board may
not, without the approval of the stockholders of the Company, amend this Plan to (a) increase the
maximum aggregate number of shares that may be issued under this Plan, (b) change the third
sentence of Paragraph V(a) to provide that the number of shares available for issuance under this
Plan shall be reduced by less than two times the number of shares subject to each Restricted Stock
Award  granted hereunder, (c) change the class of
individuals eligible to receive Awards under this Plan, (d) change or delete Paragraph VII(f), (e)
increase the maximum number of shares of Common Stock that may be subject to Awards
granted to any one individual during any calendar year, (f) permit the award of shares of Common
Stock other than in the form of a Restricted Stock Award, (g) provide for additional types of
awards, (h) permit the price at which a share of Common Stock may be purchased upon exercise of an
Option to be less than the Fair Market Value of a share of Common Stock on the date such Option is
granted or (i) alter or otherwise change any provision of this Paragraph XI.



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XII. MISCELLANEOUS




     (a) No Right To An Award. Neither the adoption of this Plan nor any action of the
Board or of the Committee shall be deemed to give any employee any right to be granted an Option, a
right to a Restricted Stock Award, a right to a Restricted Stock Unit Award or any other rights
hereunder except as may be evidenced by an Option Agreement, a Restricted Stock Agreement or a
Restricted Stock Unit Agreement duly executed on behalf of the Company, and then only to the extent
and on the terms and conditions expressly set forth therein. This Plan shall be unfunded. The
Company shall not be required to establish any special or separate fund or to make any other
segregation of funds or assets to assure the performance of its obligations under any Award.



     (b) No Employment Rights Conferred; Employment Relationship. Nothing contained in
this Plan shall (i) confer upon any employee any right with respect to continuation of employment
with the Company or any subsidiary or (ii) interfere in any way with the right of the Company or
any subsidiary to terminate his or her employment at any time. An employee shall be considered to
have terminated employment for purposes of this Plan if such employee’s employer ceases to be a
parent or subsidiary corporation of the Company (as defined in section 424 of the Code).



     (c) Other Laws; Withholding. The Company shall not be obligated to issue any Common
Stock pursuant to any Award granted under this Plan at any time when the shares covered by such
Award have not been registered under the Securities Act of 1933, as amended, and such other state
and federal laws, rules and regulations as the Company or the Committee deems applicable and, in
the opinion of legal counsel for the Company, there is no exemption from the registration
requirements of such laws, rules and regulations available for the issuance and sale of such
shares. No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu of
fractional shares be paid. The Company may (i) withhold, or cause to be withheld, from any payment
to a Holder by or on behalf of the Company or any of its subsidiaries or (ii) require a Holder to
pay to the Company or any of its subsidiaries any amount necessary to satisfy all tax withholding
obligations arising under applicable local, state or federal laws with respect to an Award granted
to such Holder.



     (d) No Restriction on Corporate Action. Nothing contained in this Plan shall be
construed to prevent the Company or any of its subsidiaries from taking any corporate action that
is deemed by the Company or any such subsidiary to be appropriate or in its best interest, whether
or not such action would have an adverse effect on this Plan or any Award under this Plan. No
employee, beneficiary or other Person shall have any claim against the Company or any of its
subsidiaries as a result of any such action.



     (e) Restrictions on Transfer. An Award (other than an Incentive Stock Option, which
shall be subject to the transfer restrictions set forth in Paragraph VII(c)) shall not be
transferable otherwise than (i) by will or the laws of descent and distribution, (ii) pursuant to a
qualified domestic relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with the consent of the
Committee.



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     (f) Governing Law. This Plan shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without regard to conflicts of law principles thereof.



     (g) Section 409A Compliance. The Company intends that any Award granted under this
Plan either (a) comply (in form and operation) with section 409A of the Code and the regulations,
rulings and other guidance issued thereunder (the “Requirements”) or (b) be exempt from the
application of the Requirements. Any ambiguities in this Plan shall be construed to effect the
intent as described in this Paragraph XII(g). If any provision of this Plan is found to be in
violation of the Requirements, then such provision shall be deemed to be modified or restricted to
the extent and in the manner necessary to render such provision in conformity with the
Requirements, or shall be deemed excised from this Plan, and this Plan shall be construed and
enforced to the maximum extent permitted by the Requirements as if such provision had been
originally incorporated in this Plan as so modified or restricted, or as if such provision had not
been originally incorporated in this Plan, as the case may be.




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