EX-10.1






EXHIBIT 10.1




BURLINGTON RESOURCES INC.




2005 PERFORMANCE SHARE




UNIT PLAN




1




Effective January 1, 2005

TABLE OF CONTENTS




Page




ARTICLE 1




ESTABLISHMENT AND PURPOSE




1.1. Establishment


1.2. Purpose



ARTICLE 2




DEFINITIONS




2.1. Definitions



ARTICLE 3




ADMINISTRATION




3.1. Committees



ARTICLE 4




PARTICIPANTS




4.1. Participants



ARTICLE 5




PERFORMANCE SHARE UNITS AVAILABLE FOR THE PLAN




5.1. Performance Share Units


5.2. Recapitalization



ARTICLE 6




GRANT OF PERFORMANCE SHARE UNITS AND PERFORMANCE OBJECTIVES




	 	 	 
	6.1.

6.2.

6.3.

6.4.

6.5.

	 	Grants of Units

Performance Objectives

Vesting Schedule.

Adjustment by Plan Administrator

Notice to Participants







ARTICLE 7




PAYMENT OF VESTED PERFORMANCE SHARE UNITS




7.1. Entitlement to Payment


7.2. Acceleration of Payment Due to Change in Control



ARTICLE 8




GENERAL PROVISIONS




	 	 	 
	8.1.

8.2.

8.3.

8.4.

8.5.

8.6.

8.7.

8.8.

8.9.

8.10.

8.11.

8.12.

8.13.

	 	Unfunded Obligation

Other Benefits

Beneficiary

Withholding of Taxes

Nonassignment

No Right to Continued Employment or Future Grants

Leaves of Absence

Transfers

Shareholder Rights

Termination and Amendment

Applicable Law

Compliance with Securities Laws

Compliance with Section 409A of the Code







2




BURLINGTON RESOURCES INC.

2005 PERFORMANCE SHARE UNIT PLAN




ARTICLE 1




ESTABLISHMENT AND PURPOSE




1.1. Establishment. Burlington Resources Inc. (the “Company”) hereby establishes the
Burlington Resources Inc. 2005 Performance Share Unit Plan (“Plan”) effective as of January 1,
2005.



1.2. Purpose. The purpose of this Plan is to promote the interests of the Company and its
stockholders by strengthening the Company’s ability to attract and retain executives in the employ
of the Company and its subsidiaries and to deliver pay commensurate with the Company’s performance,
as measured by strategic, operating and financial objectives, and to align the efforts of the
Company’s executives to the long term interests of the Company’s stockholders.



ARTICLE 2




DEFINITIONS




2.1. Definitions. When used in this Plan, the following terms shall have the respective
meanings set forth below unless the context clearly indicates otherwise:




(a) Beneficiary. The person or persons to whom payments are to be paid pursuant to the
terms of the Plan in the event of the Participant’s death.




(b) Board. The Board of Directors of the Company.




(c) Change in Control. As used in this Plan, the term “Change in Control” shall have
the same meaning as set forth in the Company’s Executive Change in Control Severance Plan,
as it may be amended from time to time.




(d) Code. The Internal Revenue Code of 1986, as amended.




(e) Common Stock. The common stock of the Company, par value $.01 per share, or such
other classes of share or other securities as may be applicable pursuant to the provisions
of Section 5.2.




(f) Company. Burlington Resources Inc.




(g) Compensation Committee. The committee of the Board appointed and/or authorized by
the Board to administer the Plan.




(h) Exchange Act. The Securities Exchange Act of 1934, as amended.




(i) Fair Market Value. As determined with respect to a Performance Share Unit Fair
Market Value shall mean the average of the closing prices of the Common Stock during the
twenty (20) business days immediately preceding and including the Valuation Date, as
reported in the NYSE-Composite Transactions by Barron’s or The Wall Street Journal for such
days. Notwithstanding the foregoing, Fair Market Value on the date of a Change in Control
shall be equal to the greater of (i) the highest price per share of the Company’s Common
Stock as reported in the NYSE-Composite Transactions by The Wall Street Journal during the
60-day period ending on the date of the Change in Control, or (ii) if the Change in Control
is one described in clause (a) of Section 2.7 of the Company’s Executive Change in Control
Severance Plan, the highest price per share paid for the Company’s Common Stock in
connection with such Change in Control.




(j) Performance Cycle. That period commencing with January 1 of each year in which the
grant of a Performance Share Unit is made and ending on December 31, 2008 or such other
period as the Plan Administrator shall designate. The Plan Administrator, in its
discretion, may initiate one or more overlapping Performance Cycles that begin before an
existing Performance Cycle has ended.




(k) Performance Share Unit or Unit. The unit of award having an accounting value equal
to the Fair Market Value of one share of Common Stock.




(l) Permanent Disability. A Participant shall be deemed to have become permanently
disabled for purposes of this Plan if the Vice President Human Resources and Administration
finds, upon the basis of medical evidence satisfactory to him or her, that the Participant
(A) is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months, or (B) is, by reason
of any medically determinable physical or mental impairment which can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than 3 months under the
Burlington Resources Inc. Long Term Disability Income Plan (or successor plan thereto).




(m) Plan Administrator. The Compensation Committee authorized pursuant to Section 3 to
administer the Plan.




(n) Subsidiary. A corporation or other form of business association designated by the
Compensation Committee and controlled, directly or indirectly, by the Company.




(o) Valuation Date. The date that is designated by the Plan Administrator for the
purpose of determining the Fair Market Value of vested Units that will be paid to the
Participant or Beneficiary; provided, however, with respect to a Change in Control, the
Valuation Date shall be the date of the Change in Control.



ARTICLE 3




ADMINISTRATION




3.1. Plan Administrator. The Plan shall be administered by the Plan Administrator who has the
responsibilities and duties specifically assigned to it herein.



With respect to grants made under the Plan to officers and directors of the Company who are
subject to Section 16 of the Exchange Act, the Plan Administrator shall be constituted at all times
solely of non-employee directors, as defined in the rules promulgated under Section 16(b) of the
Exchange Act, so long as any of the Company’s equity securities are registered pursuant to Section
12(b) or 12(g) of the Exchange Act.



The Plan Administrator shall have the ultimate responsibility for granting awards, determining
the vesting and value of Units, and performing such other functions as are specifically assigned to
it under the terms of the Plan. Notwithstanding anything herein to the contrary, the Plan
Administrator shall have the full authority and power with respect to the Plan’s administration and
operation with respect to all matters relating to compliance with Section 16(b).



ARTICLE 4




PARTICIPANTS




4.1. Participants. The Plan Administrator shall select the executives of the Company and its
Subsidiaries who are eligible to receive Units under the Plan (the “Participants”). Participants,
in general, will be limited to the Chairman of the Board, President, Chief Executive Officer,
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, and other executives of the
Company, and the chief executive officers and other senior executives of the Subsidiaries who have
the principal responsibility for the management, direction and success of the Company as a whole or
of a particular business unit thereof. Directors of the Company who are full-time executives of
the Company or a Subsidiary shall be eligible to participate in the Plan. Participants may be
selected at the beginning of, or during, a Performance Cycle at the discretion of the Plan
Administrator.



ARTICLE 5




PERFORMANCE SHARE UNITS AVAILABLE FOR THE PLAN




5.1. Performance Share Units. Subject to Section 5.2, the number of Performance Share Units
which may be granted under the Plan is initially set at 1,500,000 Units. If additional Units are
needed under the Plan, after such initial number has been fully utilized, the Board shall authorize
such additional Units as it shall determine to be appropriate for awards under the Plan. Units
that have been granted and are fully vested or that still may become fully vested under the terms
of the Plan shall reduce the number of outstanding Units that are available for use in making
future grants under the Plan. Upon expiration or termination, in whole or in part, of nonvested
Units at the end of a Performance Cycle or otherwise, such expired or terminated Units shall again
be available for awards under the Plan.



5.2. Recapitalization. In the event of recapitalization, stock split, stock dividend,
exchanges of shares, merger, reorganization, change in the corporate structure of the Company or
similar event, the Plan Administrator may make appropriate adjustments in the number of Units
authorized for the Plan and, with respect to outstanding Units, the Plan Administrator may make
appropriate adjustments in the number of Units.



ARTICLE 6




GRANT OF PERFORMANCE SHARE UNITS




AND PERFORMANCE OBJECTIVES




6.1. Grants of Units. Units may be granted to the Participants in such number and at such
times during the Performance Cycle as the Plan Administrator shall determine, taking into account
the duties of the respective executives, their present and potential contributions to the success
of the Company or its Subsidiaries, their compensation provided by other incentive plans, their
salaries, and such other factors as the Plan Administrator shall deem appropriate. Normally,
however, Units will be granted only at the beginning of each Performance Cycle except in cases
where a prorated grant may be made in mid-cycle to a newly eligible Participant or a Participant
whose job responsibilities have significantly changed during the cycle.



6.2. Performance Objectives. The Plan Administrator shall have the sole authority for
deciding what measures of corporate performance (“Performance Targets”) are appropriate for (i)
judging the success of the Company and its Subsidiaries in meeting their strategic objectives
during the Performance Cycle and (ii) measuring the contribution of Participants toward such
success. At the request of the Plan Administrator, the Company’s Chief Executive Officer shall
submit recommendations to the Plan Administrator regarding applicable Performance Targets to be
adopted for the Units to be awarded for each Performance Cycle, but such recommendations shall not
be binding.




6.3. Vesting Schedule.




(a) Vesting. With respect to each Performance Cycle, the Plan Administrator shall
adopt a vesting schedule which will permit a designated percentage of the Units granted at
the beginning of that Performance Cycle to vest at the end of each of the years in the
Performance Cycle. Vesting for each year in a Performance Cycle will depend upon vesting
guidelines established by the Plan Administrator which reflect the Company’s performance in
relation to the Performance Targets for the appropriate period of the Performance Cycle,
provided that, to the extent permitted by applicable laws, the Plan Administrator may, in
its discretion, alter the vesting guidelines in the event of unusual circumstances. The
Plan Administrator may, to the extent permitted by applicable laws, in its discretion, carry
over to the end of the Performance Cycle any Units that did not vest during the prior years
of the Performance Cycle because of the Company’s performance in relation to the Performance
Targets. The vesting schedule with respect to Participants who begin participation or
receive an additional grant of Units during the Performance Cycle will be determined by the
Plan Administrator at the time of grant.




(b) Determination of Performance. The annual performance rating resulting in vesting
under Section 6.3(a) shall be determined by the Plan Administrator based on criteria
selected by it such as relationships between actual and targeted results for Performance
Targets, comparisons of relative performance by the Company and other companies chosen by
the Plan Administrator, and such additional or alternative factors as the Plan Administrator
may deem appropriate.




(c) Other Vesting Considerations. Becoming vested in a Unit means acquiring a
nonforfeitable right to receive payment for that Unit. The time and manner of such payment
shall be determined under the provisions of the Plan other than this Section 6.3. A
Participant (or his or her Beneficiaries in the case of his or her death) who has retired,
died, become Permanently Disabled, or who has terminated his or her employment prior to the
end of a Performance Cycle, shall not be entitled to receive payment from the Company or its
Subsidiaries for any Units which were not vested as of the time the Participant ceased
active employment with the Company and its Subsidiaries.




(d) Change in Control. Notwithstanding the foregoing vesting provisions, upon a Change
in Control, a Participant in the employ of the Company or a Subsidiary on the date of the
Change in Control shall vest in a number of Units granted to the Participant for each
Performance Cycle that had not ended prior to the date of the Change in Control equal to the
difference, if any, between (i) the product of (A) the total number of Units originally
granted to the Participant for such Performance Cycle multiplied by (B) a fraction the
numerator of which is the number of days in such Performance Cycle from the first day of
such Performance Cycle through the date of such Change in Control and the denominator of
which is the total number of days in such Performance Cycle as originally established
(rounded to the nearest whole number), and (ii) the number of Units granted to the
Participant for such Performance Cycle as to which the Participant had vested prior to the
date of the Change in Control.



6.4. Adjustment by Plan Administrator. The Plan Administrator may, to the extent permitted by
applicable law, in its discretion, change from time to time the Performance Targets and vesting
schedules with respect to nonvested Units to (a) include or exclude extraordinary or nonrecurring
items, (b) reflect changes in prevailing competitive or general economic conditions, (c) adjust for
changes in income tax laws and regulations or accounting rules, (d) reflect changes in the
Company’s financial or corporate structure, as a result of a recapitalization merger,
reorganization, acquisition or divestiture, and (e) reflect other appropriate major events.



6.5. Notice to Participants. The Senior Vice President, Law and Administration shall notify
each Participant in writing of the grant of Units to him or her and the Performance Targets and
vesting criteria applicable to such Units.



ARTICLE 7




PAYMENT OF VESTED PERFORMANCE SHARE UNITS




7.1. Entitlement to Payment. Each Unit which has vested shall entitle the Participant or his
or her Beneficiary to receive from the Participant’s employer a lump sum payment in cash as soon as
practicable following the applicable Valuation Date. Such payment shall, in the absence of an
election to receive a deferred payment pursuant to the Burlington Resources 2005 Deferred
Compensation Plan, be made as soon as practicable but in no event later than 21/2 months after the
end of the calendar year in respect of which the Units become vested. The amount of such payment
shall be determined by multiplying the number of vested Units by the Fair Market Value of a share
of Common Stock on such Valuation Date. Notwithstanding the foregoing, however, a Participant may
receive a deferred payment in lieu of all or a portion of a lump sum payment pursuant to an
election under the Burlington Resources 2005 Deferred Compensation Plan.



7.2. Acceleration of Payment Due to Change in Control. Upon a Change in Control, (i) all
current Performance Cycles shall immediately end, and (ii) each Participant’s employer (or the
Company in the event that another employer does not promptly make payment) shall pay the
Participant the Fair Market Value of his or her vested Units. This payment shall be made in a
lump sum in lieu of any otherwise applicable form and time of payment under the Plan and shall be
made within ten days after the Change in Control.



ARTICLE 8




GENERAL PROVISIONS




8.1. Unfunded Obligation. The amounts to be paid to Participants pursuant to this Plan are
unfunded obligations. Neither the Company nor any Subsidiary is required to segregate any monies
from its general funds, to create any trusts, or to make any special deposits with respect to this
obligation. Title to and beneficial ownership of any investments including trust investments which
the Company may make to fulfill this obligation shall at all times remain in the Company. Any
investments and the creation or maintenance of any trust or Memorandum Accounts shall not create or
constitute a trust or a fiduciary relationship between the Compensation Committee, the Company, or
any Subsidiary and a Participant, or otherwise create any vested or beneficial interest in any
Participant or his or her Beneficiary or his or her creditors in any assets of the Company or its
Subsidiaries whatsoever. The Participants shall have no claim against the Company for any changes
in the value of any assets which may be invested or reinvested by the Company with respect to this
Plan.



8.2. Other Benefits. Grants, vesting, or payment of Performance Share Units shall not be
considered as part of a Participant’s salary or used for the calculation of any other pay,
allowance, pension or other benefit unless otherwise permitted by other benefit plans provided by
the Company or its Subsidiaries, or required by law or by contractual obligations of the Company or
its Subsidiaries.



8.3. Beneficiary. The term “Beneficiary” shall mean the person or persons to whom payments
are to be paid pursuant to the terms of the Plan in the event of the Participant’s death. The
designation shall be on a form provided by the Vice President, Human Resources and Administration
executed by the Participant (with the consent of the Participant’s spouse, if required by the Vice
President, Human Resources and Administration for reasons of community property or otherwise), and
delivered to the Vice President, Human Resources and Administration. A Participant may change his
or her Beneficiary designation at any time. If no Beneficiary is designated, if the designation is
ineffective, or in the event the Beneficiary dies before the balance of the Memorandum Account is
paid, the balance shall be paid to the Participant’s spouse or if there is no surviving spouse, to
his or her lineal descendants, pro rata, or if there is no surviving spouse or lineal descendants,
to the Participant’s estate. Notwithstanding the foregoing, however, a Participant’s Beneficiary
shall be determined under applicable state law if such state law either preempts or does not
recognize Beneficiary designations under plans of this sort.



8.4. Withholding of Taxes. Appropriate income and FICA tax withholdings shall be made from
payments pursuant to this Plan and from other wages of Participants, as required under applicable
law.



8.5. Nonassignment. The right of a Participant or Beneficiary to the payment of any
compensation under the Plan may not be assigned, transferred, pledged or encumbered nor shall such
right or other interests be subject to attachment, garnishment, execution or other legal process.



8.6. No Right to Continued Employment or Future Grants. Nothing in the Plan shall be
construed to confer upon any Participant any right to continued employment with the Company or a
Subsidiary, nor interfere in any way with the right of the Company or a Subsidiary to terminate the
employment of such Participant at any time without assigning any reasons therefor. The grant of a
Unit to a Participant shall not give the Participant any right to subsequent grants of Units under
the Plan.



8.7. Leaves of Absence. Leaves of absence for such periods and purpose conforming to the
personnel policy of the Company, or of its Subsidiaries as applicable, shall not be deemed
termination of employment.



8.8. Transfers. In the event a Participant is transferred from the Company to a Subsidiary,
or vice versa, or is promoted or given different responsibilities, the Units granted to him or her
prior to such date shall not be affected.



8.9. Shareholder Rights. The grant of a Unit shall not entitle a Participant or Beneficiary
to any dividend, voting or other rights as a shareholder of the Company.



8.10. Termination and Amendment. The Board or the Compensation Committee may from time to
time amend, suspend or terminate the Plan in whole or in part; provided, however, no such action
shall be allowed to impair the right of a Participant to receive payment with respect to Units that
have vested as of such date without the consent or such Participant. If the Plan is suspended or
terminated, the Board may reinstate any or all of its provisions.



8.11. Applicable Law. The Plan shall be construed and governed in accordance with the laws of
the State of Texas, except that it shall be construed and governed in accordance with applicable
federal law in the event that such federal law preempts state law.



8.12. Compliance with Securities Laws. It is the intention of the Company that, so long as
any of the Company’s equity securities are registered pursuant to Section 12(b) or 12(g) of the
Exchange Act, the Plan shall be operated in compliance with Section 16(b) of the Exchange Act and,
if any Plan provision or transaction is found not to comply with Section 16(b), that provision or
transaction, as the case may be, shall be deemed null and void ab initio. Notwithstanding anything
in the Plan to the contrary, the Board or the Compensation Committee, in its absolute discretion,
may bifurcate the Plan so as to restrict, limit or condition any provision of the Plan to
Participants who are officers and directors subject to Section 16(b) of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other Participants.



8.13. Compliance with Section 409A of the Code. It is intended that the grant, vesting and
payment of Performance Share Units shall not result in a deferral of compensation under Section
409A of the Code and the Treasury guidance promulgated thereunder. If, however, it is determined
that the Plan is or may be subject to Section 409A of the Code and any provision of the Plan could
be construed in form or operation not to comply with Section 409A and the Treasury guidance
promulgated thereunder, such provision shall be interpreted and construed (and, if necessary,
reformed through formal plan amendments) to comply with Section 409A and the Treasury guidance
promulgated thereunder, and no consent of a Participant or Beneficiary shall be necessary to give
effect to such interpretation, construction or amendment.




3