nfx8k-11062008ex10196.htm


    
      
         


      

      
         


        
        

      

      
         


        
          Exhibit
10.19.6

        

      

    


    THIRD
AMENDED AND RESTATED

     

    CHANGE
OF CONTROL SEVERANCE AGREEMENT

     

    This
Third Amended and Restated Change of Control Severance Agreement (this
“Agreement”) between Newfield Exploration Company, a Delaware corporation (the
“Company”), and __________ (“Executive”) is made and entered into effective as
of November 7, 2008.

     

    WHEREAS, Executive is a key
executive of the Company;

     

    WHEREAS, it is in the best
interest of the Company and its stockholders if key executives can approach
material business development decisions objectively and without concern for
their personal situation;

     

    WHEREAS, the Company
recognizes that the possibility of a Change of Control (as defined below) of the
Company may result in the early departure of key executives to the detriment of
the Company and its stockholders;

     

    WHEREAS, in order to help
retain and motivate key management and to help ensure continuity of key
management, the Board of Directors of the Company (the “Board”) authorized and
directed the Company to enter into the initial version of this Agreement, which
was effective as of February 17, 2005 (the “Effective Date”);

     

    WHEREAS, Executive and the
Company (i) amended this Agreement effective as of February 14, 2006 to provide
for the vesting of stock options, (ii) amended and restated this Agreement
effective as of March 9, 2007 to address restricted stock units and certain
other matters and (iii) amended and restated this Agreement effective as of July
26, 2007 to bring it into compliance with Section 409A of the Internal Revenue
Code of 1986 (as so amended and restated effective as of July 26, 2007, the
“2007 Agreement”) and;

     

    WHEREAS, Executive and the
Company desire to further amend and restate this Agreement to conform the terms
of this Agreement to those of the senior executive officers of the
Company;

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Executive agree to amend and restate the 2007
Agreement as set forth herein.

     

    
      	
              1.  

            	
              Term
      of Agreement.

            


    

     

    
      	
               
      

            	
              A.

            	
              The
      term of this Agreement (the “Term”) shall commence on the Effective Date
      and shall continue in effect through the third anniversary of the
      Effective Date; provided, however,
      commencing on the first day following the Effective Date and on each day
      thereafter, the Term of this Agreement shall automatically be extended for
      one additional day unless the Board shall give written notice to Executive
      that the Term shall cease to be so extended in which event the Agreement
      shall terminate on the third anniversary of the date such notice is
      given.

            


    

     

    
      	
               
      

            	
              B.

            	
              Notwithstanding
      anything in this Agreement to the contrary, if a Change of Control occurs
      during the Term of this Agreement, the Term shall automatically be
      extended for the 36-month period following the date of the Change of
      Control; provided,
      however, that in no event shall such extension of the Term expire
      prior to the end of the 30-day period described in Section 2E below,
      if applicable.

            


    

     

    
      	
               
      

            	
              C.

            	
              Termination
      of this Agreement shall not alter or impair any rights of Executive
      arising hereunder on or before such
termination.

            


    

     

    
      	
              2.  

            	
              Certain
      Definitions.

            


    

     

    
      	
               
      

            	
              A.

            	
              “Bonus” shall
      mean an amount equal to one-half of the total of all cash bonuses (whether
      paid or deferred) awarded to Executive by the Company with respect to (i)
      the two most recent calendar years ending prior to Executive’s termination
      of employment or (ii) if greater, the two most recent calendar years
      ending prior to the Change of
Control.

            


    

     

    
      	
               
      

            	
              B.

            	
              “Cause” shall
      mean:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      willful and continued failure by Executive to substantially perform
      Executive’s duties with the Company (other than any such failure resulting
      from Executive’s incapacity due to physical or mental
      illness);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Executive’s
      conviction of or plea of nolo contendre to a
      felony or a misdemeanor involving moral
  turpitude;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Executive
      willfully engages in gross misconduct materially and demonstrably
      injurious to the Company;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Executive’s
      material violation of any material policy of the Company;
    or

            


    

     

    
      	
               
      

            	
              (v)

            	
              Executive’s
      having been the subject of any order, judicial or administrative, obtained
      or issued by the Securities and Exchange Commission, for any securities
      violation involving fraud.

            


    

     

    For
purposes of clause (i) of this definition, no act, or failure to act, on
Executive’s part shall be deemed “willful” unless done, or omitted to be done,
by Executive not in good faith and without reasonable belief that Executive’s
act, or failure to act, was in the best interest of the Company.  The
determination of whether Cause exists must be made by a resolution duly adopted
by the affirmative vote of a majority of the entire membership of the Board at a
meeting of the Board that was called for the purpose of considering such
termination (after 10 days’ notice to Executive and an opportunity for
Executive, together with Executive’s counsel, to be heard before the Board and,
if possible, to cure the breach that was the alleged basis for Cause prior to
the meeting of the Board) finding that, in the good faith opinion of the Board,
Executive was guilty of conduct constituting Cause and specifying the
particulars thereof in detail.

     

    
      	
               
      

            	
              C.

            	
              “Change of
      Control” shall mean the occurrence of any of the
      following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Company is not the surviving Person (as such term is defined below) 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 pursuant to which less than 50% of the outstanding voting
      securities of the surviving or resulting corporation are 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 Section13(d)(3) of the
      Securities Exchange Act of 1934, 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, the definition of “Change of Control” shall not include (a) 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 or (b) any event that is not a “change in control” for purposes of Section
409A of the Code.  For purposes of this definition, “Person” shall
mean any individual, partnership, corporation, limited liability company, trust,
incorporated or unincorporated organization or association or other legal entity
of any kind.

     

    
      	
               
      

            	
              D.

            	
              “Code” shall
      mean the Internal Revenue Code of 1986, as
  amended.

            


    

     

    
      	
               
      

            	
              E.

            	
              “Good Reason”
      shall mean:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      material reduction in Executive's authority, duties, titles, status or
      responsibilities from those in effect immediately prior to the Change of
      Control or the assignment to Executive of duties or responsibilities
      inconsistent in any material respect from those of Executive in effect
      immediately prior to the Change of
Control;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      reduction in Executive’s annual rate of base
  salary;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      failure by the Company to provide Executive with a combined total of
      annual base salary and annual bonus compensation at a level at least equal
      to the combined total of Executive’s annual rate of base salary with the
      Company in effect immediately prior to the Change of Control and one-half
      of the total of all cash bonuses (whether paid or deferred) awarded to
      Executive by the Company with respect to the two most recent calendar
      years ending prior to the Change of Control, with a failure being deemed
      to have occurred in the event that payments are made to Executive in a
      form other than cash, base salary is deferred at other than Executive’s
      election, bonus compensation is not awarded within two and one-half months
      following the end of the calendar year to which it relates, bonus
      compensation is deferred at other than Executive’s election at a rate in
      excess of the average ratio of deferred bonuses to currently paid bonuses
      awarded to Executive with respect to the two most recent calendar years
      ending prior to the Change of Control, or bonus compensation is deferred
      at other than Executive’s election in a manner that is not substantially
      similar in terms of Executive’s vested rights and timing of payments to
      the manner in which deferred bonuses were awarded to Executive with
      respect to the two most recent calendar years ending prior to the Change
      of Control;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Company fails to obtain a written agreement from any successor or assigns
      of the Company to assume and perform this Agreement as provided in Section
      6 hereof; or

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      relocation of the Company’s principal executive offices by more than 50
      miles from where such offices were located immediately prior to the Change
      of Control or Executive is based at any office other than the principal
      executive offices of the Company, except for travel reasonably required in
      the performance of Executive’s duties and reasonably consistent with
      Executive’s travel prior to the Change of
  Control.

            


    

     

    Unless
Executive terminates his employment upon or within 30 days following the later
of an act or omission to act by the Company constituting a Good Reason
hereunder, Executive’s continued employment thereafter shall constitute
Executive’s consent to, and a waiver of Executive’s rights with respect to, such
act or failure to act.  Executive’s right to terminate Executive’s
employment for Good Reason shall not be affected by Executive’s incapacity due
to physical or mental illness.  Executive’s determination that an act
or failure to act constitutes Good Reason shall be presumed to be valid unless
such determination is deemed by an arbitrator to be unreasonable and not to have
been made in good faith by Executive.

     

    
      	
               
      

            	
              F.

            	
              “Protected
      Period” shall mean the 36-month period beginning on the effective
      date of a Change of Control; provided, however, that
      in no event shall such period expire prior to the end of the 30-day period
      described in Section 2E above, if
  applicable.

            


    

     

    
      	
               
      

            	
              G.

            	
              “Release” shall
      mean a comprehensive release and waiver agreement in substantially the
      same form as that attached hereto as Exhibit
A.

            


    

     

    
      	
               
      

            	
              H.

            	
              “Separation from
      Service” shall mean a “separation from service” within the meaning
      of Section 409A(a)(2)(A)(i) of the
Code.

            


    

     

    
      	
               
      

            	
              I.

            	
              “Termination Base
      Salary” shall mean Executive’s annual base salary with the Company
      at the rate in effect immediately prior to the Change of Control or, if a
      greater amount, Executive's annual base salary at the rate in effect at
      any time thereafter.

            


    

     

    Change
of Control Severance Benefits

     

    
      	
              3.  

            	
              Severance
      Benefits.  If (a) Executive terminates his employment
      with the Company during the Protected Period for a Good Reason event or
      (b) the Company terminates Executive's employment during the Protected
      Period other than (i) for Cause or (ii) due to Executive’s inability to
      perform the primary duties of his position for at least 180 consecutive
      days due to a physical or mental impairment and (c) as a result of such
      termination of employment Executive has a Separation from Service,
      Executive shall receive the following compensation and benefits from the
      Company, provided that, in the cases of Section 3A, 3C and 3D, Executive
      executes and does not revoke the
Release:

            


    

     

    
      	
               
      

            	
              A.

            	
              On
      the date that is six months after the date Executive has a Separation from
      Service with the Company or on the next business day if such date is not a
      business day, the Company shall pay to Executive in a lump sum, in cash,
      an amount equal to three times the sum of Executive’s (i) Termination Base
      Salary and (ii) Bonus.

            


    

     

    
      	
               
      

            	
              B.

            	
              Except
      to the extent specifically set forth in a grant agreement under any
      employee stock incentive plan of the Company, as of the date of
      Executive’s termination of employment (i) all restricted shares of Company
      stock of Executive (whether granted before or after the Effective Date)
      shall become 100% vested and all restrictions thereon shall lapse and the
      Company shall promptly deliver to Executive unrestricted shares of Company
      stock, (ii) all restricted stock units of Executive (whether granted
      before or after the Effective Date) shall become 100% vested and all
      restrictions thereon shall lapse and the Company shall settle such units
      in the manner provided in the applicable grant agreement and (iii) each
      then outstanding Company stock option of Executive (whether granted before
      or after the Effective Date) shall become 100% exercisable; provided, however, that
      settlement of restricted stock units as contemplated by clause (ii) above
      shall not be made prior to the date that is six months after the date
      Executive has a Separation from Service with the Company or on the next
      business day if such date is not a business
day.

            


    

     

    
      	
               
      

            	
              C.

            	
              For
      the six month period following the date on which Executive has a
      Separation from Service, the Company shall reimburse Executive for (1) if
      Executive or Executive’s dependents are eligible for and elect continued
      health coverage under a group health plan of the Company or an affiliate
      which is provided to satisfy the requirements of Section 4980B of the Code
      (“COBRA Coverage”), the actual premium charged to Executive or Executive’s
      dependents for such COBRA Coverage or (2) if Executive is eligible to
      retire and receive retiree medical coverage, the actual premium charged to
      Executive for such retiree medical coverage for Executive and each of
      Executive’s dependents eligible for such retiree medical
      coverage.  Such reimbursements (which shall be taxable income to
      Executive) shall be paid to Executive directly or to the applicable group
      health plan, as determined by the Company, on or as soon as practicable
      after each due date for each COBRA Coverage premium or retiree medical
      premium.  On the date that is six months after the date
      Executive has a Separation from Service as described in this Section 3 or
      on the next business day if such date is not a business day, the Company
      shall pay to Executive in a lump sum, in cash, the sum of (1) an amount
      such that after payment of all applicable income taxes, Executive retains
      an amount equal to thirty times the amount of the
      applicable COBRA Coverage premium for such Executive on such date and (2)
      an amount such that Executive shall, after payment of all income taxes
      owed by Executive, retain an amount sufficient to pay all income taxes
      owed on the reimbursements for COBRA Coverage premiums or retiree medical
      premiums paid during the six month period following the date on which
      Executive has a Separation from
Service.

            


    

     

    
      	
               
      

            	
              D.

            	
              Throughout
      the period of 36 months beginning on the date Executive has a Separation
      from Service with the Company or until Executive begins other full-time
      employment with a new employer, whichever occurs first, Executive shall be
      entitled to receive ongoing outplacement services, paid by the Company up
      to an aggregate cost not in excess of $30,000, with a nationally prominent
      executive outplacement service firm selected by the Company and reasonably
      acceptable to Executive.

            


    

     

    For the
final calendar year containing the Protected Period, in the event that the
Company fails to award Executive prorated bonus compensation with respect to the
portion of such calendar year prior to the expiration of the Protected Period in
a manner that does not constitute a failure under Section 2E(iii), such
failure shall be deemed to be an event that constitutes Good Reason and, if
Executive terminates his employment upon or within 30 days following such
failure, then such termination shall be deemed to be a termination of employment
by Executive for Good Reason occurring during the Protected Period and
Executive’s rights to benefits hereunder with respect to such termination shall
be deemed to have arisen prior to the expiration of the Term.

     

    The
Company may withhold from any amounts or benefits payable under this Agreement
all such taxes as it shall be required to withhold pursuant to any applicable
law or regulation.

     

    Any
payment not timely made by the Company under this Agreement shall bear interest
at the highest nonusurious rate permitted by applicable law.

     

    
      	
              4.  

            	
              Parachute
      Tax Gross Up.

            


    

     

    If any
payment made, or benefit provided, to or on behalf of Executive pursuant to this
Agreement or otherwise (“Payments”) results in Executive being subject to the
excise tax imposed by Section 4999 of the Code (or any successor or similar
provision) (“Excise Tax”), the Company shall, on the date that is six months
after the date Executive has a Separation from Service with the Company, or on
the next business day if such date is not a business day, pay Executive an
additional amount in cash (the “Additional Payment”) such that after payment by
Executive of all taxes, including, without limitation, any income taxes and
Excise Tax imposed on the Additional Payment, Executive retains an amount of the
Additional Payment equal to the Excise Tax imposed on the
Payments.  Such determinations shall be made by the Company’s
independent certified public accountants.

     

    
      	
              5.  

            	
              No
      Mitigation.

            


    

     

    Executive
shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise nor, except as provided in
Sections 3C and 3D, shall the amount of any payment or benefit provided for in
this Agreement be reduced as the result of employment by another employer or
self-employment, by offset against any amount claimed to be owed by Executive to
the Company or otherwise, except that any severance payments or benefits that
Executive is entitled to receive pursuant to a Company severance plan or program
for employees in general shall reduce the amount of payments and benefits
otherwise payable or to be provided to Executive under this
Agreement.

     

    
      	
              6.  

            	
              Successor
      Agreement.

            


    

     

    The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly in writing on or prior to the
effective date of such succession and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform
if no succession had taken place.  Failure of the successor to so
assume as provided herein shall constitute a breach of this Agreement and
entitle Executive to the payments and benefits hereunder as if triggered by a
termination of Executive by the Company other than for Cause on the date of such
succession.

     

    
      	
              7.  

            	
              Indemnity.

            


    

     

    In any
situation where under applicable law the Company has the power to indemnify,
advance expenses to and defend Executive in respect of any judgments, fines,
settlements, loss, cost or expense (including attorneys fees) of any nature
related to or arising out of Executive's activities as an agent, employee,
officer or director of the Company or in any other capacity on behalf of or at
the request of the Company, then the Company shall promptly on written request,
fully indemnify Executive, advance expenses (including attorney's fees) to
Executive and defend Executive to the fullest extent permitted by applicable
law, including but not limited to making such findings and determinations and
taking any and all such actions as the Company may, under applicable law, be
permitted to have the discretion to take so as to effectuate such
indemnification, advancement or defense.  Such agreement by the
Company shall not be deemed to impair any other obligation of the Company
respecting Executive's indemnification or defense otherwise arising out of this
or any other agreement or promise of the Company under any statute.

     

    
      	
              8.  

            	
              Notices.

            


    

     

    All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed, in either case, to the
Company’s headquarters or to such other address as either party shall have
furnished to the other in writing in accordance herewith.  Notices and
communications shall be effective when actually received by the
addressee.

     

    
      	
              9.  

            	
              Arbitration.

            


    

     

    Any
dispute about the validity, interpretation, effect or alleged violation of this
Agreement (an “arbitrable dispute”) must be submitted to confidential
arbitration in Houston, Texas.  Arbitration shall take place before an
experienced employment arbitrator licensed to practice law in such state and
selected in accordance with the Model Employment Arbitration Procedures of the
American Arbitration Association.  Arbitration shall be the exclusive
remedy of any arbitrable dispute.  The Company shall bear all fees,
costs and expenses of arbitration, including its own, those of the arbitrator
and those of Executive unless the arbitrator provides otherwise with respect to
the fees, costs and expenses of Executive; in no event shall Executive be
chargeable with the fees, costs and expenses of the Company or the
arbitrator.  Should any party to this Agreement pursue any arbitrable
dispute by any method other than arbitration, the other party shall be entitled
to recover from the party initiating the use of such method all damages, costs,
expenses and attorneys’ fees incurred as a result of the use of such
method.  Notwithstanding anything herein to the contrary, nothing in
this Agreement shall purport to waive or in any way limit the right of any party
to seek to enforce any judgment or decision on an arbitrable dispute in a court
of competent jurisdiction.  Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts in Houston, Texas,
for the purposes of any proceeding arising out of this Agreement.

     

    
      	
              10.  

            	
              Governing
      Law.

            


    

     

    This
Agreement will be governed by and construed in accordance with the laws of the
State of Texas without regard to conflicts of law principles.

     

    
      	
              11.  

            	
              Entire
      Agreement.

            


    

     

    This
Agreement is an integration of the parties’ agreement and no agreement or
representatives, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.

     

    
      	
              12.  

            	
              Severability.

            


    

     

    The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

     

    
      	
              13.  

            	
              Amendment
      and Waivers.

            


    

     

    No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by
Executive and such member of the Board as may be specifically authorized by the
Board.  No waiver by either party hereto at any time of any breach by
the other party hereto of, or in compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.

     

    
      	
              14.  

            	
              Rights
      to Value of Certain Overriding Royalty
  Interests.

            


    

     

    Executive
acknowledges and agrees that upon a change of control (as defined in the
Newfield Exploration Company Second Amended and Restated 2003 Incentive
Compensation Plan (the “ICP”)) (A) the ICP will terminate and (B) Executive will
have no further rights with respect to the ICP or the Newfield Employee 1993
Incentive Compensation Plan (as amended, the “1993 Plan”) except for the right
to receive payments with respect to outstanding Deferred Awards (as defined in
the ICP) and outstanding Deferred Incentive Compensation Awards (as defined in
the 1993 Plan).

     

    
      	
              15.  

            	
              Delay
      of Payments Under Certain
Circumstances.

            


    

     

    To the
extent permitted by Section 409A of the Code, the Company, in its discretion,
may delay payment to a date after the payment date designated in Section 3 or 4
if:

     

    
      	
               
      

            	
              A.

            	
              such
      payment will be made as soon as practicable after the date specified in
      paragraph 3 or 4 and in any event within the same calendar year or, if
      later, by the fifteenth day of the third calendar month following the date
      specified in paragraph 3 or 4; or

            


    

     

    
      	
               
      

            	
              B.

            	
              the
      Company reasonably anticipates that the making of the payment will violate
      federal securities laws or other applicable law; provided that the
      delayed payment is made at the earliest date at which the Company
      reasonably anticipates that the making of the payment will not cause such
      violation.

            


    

     

    
      	
              16.  

            	
              Compliance with Section
      409A.  The Company and Executive intend that this
      Agreement by its terms and in operation meet the requirements of Section
      409A of the Code so that compensation deferred under this Agreement (and
      applicable investment earnings) shall not be subject to tax under Section
      409A of the Code.  Any ambiguities in this Agreement shall be
      construed to effect this intent.  If any provision of this
      Agreement is found to be in violation of Section 409A of the Code, 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
      Section 409A of the Code, or shall be deemed excised from this Agreement,
      and this Agreement shall be construed and enforced to the maximum extent
      permitted by Section 409A of the Code as if such provision had been
      originally incorporated in this Agreement as so modified or restricted, or
      as if such provision had not been originally incorporated in this
      Agreement, as the case may be.

            


    

     

    
      	
               

            	 


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Company and Executive have executed this Agreement effective as of the date
first written above.

     

    NEWFIELD EXPLORATION
COMPANY

     

    By:  _________________________________

     

    Name:
_______________________________

     

    Title:
________________________________

     

    


     

    EXECUTIVE

     

    _____________________________________

    


    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    AGREEMENT
AND RELEASE

     

    THIS
AGREEMENT AND RELEASE is by and between _____________ (“Executive”) and Newfield
Exploration Company (“Newfield”), a Delaware corporation, having its principal
place of business in Houston, Texas.

     

    WITNESSETH:

     

    1. Termination.  Executive’s
employment with Newfield will be terminated effective  _, .  Executive
acknowledges and agrees that he has no authority to act for, and will not act
for, Newfield in any capacity on or after the date on which he is
terminated.  Executive may not execute this Agreement and Release
until on or after the date on which Executive’s employment is
terminated.

     

    2. Consideration.  Within
10 business days after Executive signs and returns this Agreement and Release,
Newfield will provide Executive with the severance payment set forth in Section
3 of that certain Third Amended and Restated Change of Control Severance
Agreement entered into between Executive and Newfield (the “Severance
Agreement”) which is attached hereto and made a part of this Agreement and
Release for all purposes.  This Agreement and Release is entered into
by Executive in return for Newfield’s promises herein and in the Severance
Agreement to provide the severance payment and other benefits to Executive as
provided in the Severance Agreement, which Executive acknowledges and agrees to
be good and sufficient consideration to which Executive is not otherwise
entitled.

     

    3. Prior Rights and
Obligations.  Except as herein set forth, this Agreement and
Release extinguishes all rights, if any, which Executive may have, and
obligations, if any, Newfield may have, contractual or otherwise, relating to
the employment or termination of employment of Executive with Newfield or any of
the other Newfield Parties (as defined in Paragraph 7 below) including without
limitation, all rights or benefits he may have under any employment contract,
incentive compensation plan, bonus plan or stock option plan with any Newfield
Party.

     

    4. Company
Assets.  Executive hereby represents and warrants that he has
no claim or right, title or interest in any property designated on any Newfield
Party’s books as property or assets of any of the Newfield
Parties.  Promptly after the effective date of his resignation,
Executive shall deliver to Newfield any such property in his possession or
control, including, if applicable and without limitation, his personal computer,
cellular telephone, keys and credit cards furnished by any Newfield Party for
his use.

     

    5. Proprietary and Confidential
Information.  Executive agrees and acknowledges that the
Newfield Parties have developed and own valuable “Proprietary and Confidential
Information” which constitutes valuable and unique property including, without
limitation, concepts, ideas, plans, strategies, analyses, surveys, and
proprietary information related to the past, present or anticipated business of
the various Newfield Parties.  Except as may be required by law,
Executive agrees that he will not at any time disclose to others, permit to be
disclosed, use, permit to be used, copy or permit to be copied, any such
Proprietary and Confidential Information (whether or not developed by Executive)
without Newfield’s prior written consent.  Except as may be required
by law, Executive further agrees to maintain in confidence any Proprietary and
Confidential Information of third parties received or of which he has knowledge
as a result of his employment with Newfield or any Newfield Party.

     

    6. Cooperation.  Executive
shall cooperate with the Newfield Parties to the extent reasonably required in
all matters relating to his employment or the winding up of his pending work on
behalf of any Newfield Party and the orderly transfer of any such pending work
as designated by Newfield.  This obligation of cooperation shall
continue indefinitely subject to Executive’s reasonable availability and shall
include, without limitation, assisting Newfield and its counsel in preparing and
defending against any claims which may be brought against Newfield or any
Newfield Party or responding to any inquiry by any governmental agency or stock
exchange.  Newfield’s requests for Executive’s cooperation as may be
required from time to time shall be as commercially reasonable and Executive
agrees that he shall be commercially reasonable in providing such cooperation,
taking into account the needs of the Newfield Parties and the position he may
have with another employer at the time such cooperation is
required.  Executive shall take such further action and execute such
further documents as may be reasonably necessary or appropriate in order to
carry out the provisions and purposes of this Agreement and
Release.

     

    7. Newfield
Parties.  Executive agrees that Newfield, its parent, sister,
affiliated and subsidiary companies, past and present, and their respective
employees, officers, directors, stockholders, agents, representatives, partners,
predecessors and successors, past or present, and all benefit plans sponsored by
any of them, past or present, shall be defined collectively, including Newfield,
as the “Newfield Parties” and each of them, corporate or individual,
individually as a “Newfield Party.”

     

    8. Executive’s Warranty and
Representation.  Executive represents, warrants and agrees that
he has not filed any claims, appeals, complaints, charges or lawsuits against
any of the Newfield Parties with any governmental agency or
court.  Executive also represents, warrants and agrees that, except as
prohibited by law, he will not file or permit to be filed or accept benefit from
any claim, complaint or petition filed with any court by him or on his behalf at
any time hereafter; provided, however, this shall not limit Executive from
filing a Demand for Arbitration for the sole purpose of enforcing his rights
under this Agreement and Release.  Further, Executive represents and
warrants that no other person or entity has any interest or assignment of any
claims or causes of action, if any, he may have against any Newfield Party,
which have been satisfied fully by this Agreement and Release and which he now
releases in their entirety, and that he has not sold, assigned, transferred,
conveyed or otherwise disposed of any of the claims, demands, obligations, or
causes of action referred to in this Agreement and Release, and that he has the
sole right and exclusive authority to execute this Agreement and Release and
receive the consideration provided.

     

    9. Release.  Executive
agrees to release, acquit and discharge and does hereby release, acquit and
discharge the Newfield Parties, individually and collectively, from any and all
claims and from any and all causes of action against any of the Newfield
Parties, of any kind or character, whether now known or not known, he may have
against any such Newfield Party including, but not limited to, any claim for
salary, benefits, expenses, costs, damages, compensation, remuneration or wages;
and all claims or causes of action arising from his employment, termination of
employment, or any alleged discriminatory employment practices, including but
not limited to any and all claims or causes of action arising under the Age
Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq, Title VII
of the Civil Rights Act of 1964, as amended, the Americans With Disabilities
Act, 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Family
and Medical Leave Act, the Texas Commission on Human Rights Act, and any other
federal, state or local laws, whether statutory or common, contract or
tort.  This release also applies to any claims brought by any person
or agency or class action under which Executive may have a right or
benefit.

     

    10. No
Admissions.  Executive expressly understands and agrees that
the terms of this Agreement and Release are contractual and not merely recitals
and that this Agreement and Release does not constitute evidence of unlawful
conduct or wrongdoing by Newfield.  By his execution of this Agreement
and Release, Executive acknowledges and agrees that (i) he knows of no act,
event, or omission by any Newfield Party which is unlawful or violates any law,
governmental rule or regulation, or any rule or regulation of any stock
exchange, (ii) he has not committed, during his employment with Newfield or any
Newfield Party, any act which is unlawful or which violates any governmental
rule or regulation or any rule or regulation of any stock exchange, (iii) he has
not requested any Newfield Party to commit any unlawful act or violate any
governmental rule or regulation or any rule or regulation of any stock exchange,
and (iv) neither he nor any other person employed by or contracting with any
Newfield Party has been subjected to any adverse action because any such person
refused to commit any unlawful act or violate any governmental rule or
regulation or any rule or regulation of any stock exchange.

     

    11. Enforcement of Agreement and
Release.  No waiver or non-action with respect to any breach by
the other party of any provision of this Agreement and Release, nor the waiver
or non-action with respect to any breach of the provisions of similar agreements
with other employees shall be construed to be a waiver of any succeeding breach
of such provision, or as a waiver of the provision itself.  Should any
provisions hereof be held to be invalid or wholly or partially unenforceable,
such provisions shall be revised and reduced in scope so as to be valid and
enforceable.

     

    12. Choice of
Law.  This Agreement and Release shall be governed by and
construed and enforced, in all respects, in accordance with the law of the State
of Texas without regard to the principles of conflict of law except as preempted
by federal law.

     

    13. Merger.  This
Agreement and Release supersedes, replaces and merges all previous agreements
and discussions relating to the same or similar subject matters between
Executive and Newfield and constitutes the entire agreement between Executive
and Newfield with respect to the subject matter of this Agreement and
Release.  This Agreement and Release may not be changed or terminated
orally, and no change, termination or waiver of this Agreement and Release or
any of the provisions herein contained shall be binding unless made in writing
and signed by all parties, and in the case of Newfield, by an authorized
officer.

     

    14. No Derogatory
Comments.  Except as required by judicial process or
governmental rule or regulation, Executive shall refrain from making public or
private comments relating to any Newfield Party which are derogatory or which
may tend to injure any such party in such party’s business, public or private
affairs.

     

    15. Confidentiality.
Executive agrees that he will not disclose the terms of this Agreement and
Release or the consideration received from Newfield to any other person, except
his attorney or financial advisors and only on the condition that they keep such
information strictly confidential; provided, however, that the foregoing
obligation of confidence shall not apply to information that is required to be
disclosed by any applicable law, rule or regulation of any governmental
authority.

     

    16. Rights Under the Older
Worker Benefit Protection Act and the Age Discrimination and Employment
Act.  Executive acknowledges and agrees:

     

    16.1 that he
has at least forty-five days to review this Agreement and Release, along with
the demographic information attached hereto as Attachment 1;

     

    16.2 that he
has been advised in writing to consult with an attorney regarding the terms of
this Agreement and Release prior to executing this Agreement and
Release;

     

    16.3 that, if
he executes this Agreement and Release, he has seven days following the
execution of this Agreement and Release to revoke this Agreement and Release, by
submitting, in writing, notice of such revocation to Newfield;

     

    16.4 that this
Agreement and Release shall not become effective or enforceable until the
revocation period has expired;

     

    16.5 that he
does not, by the terms of this Agreement and Release, waive claims or rights
that may arise after the date he executes this Agreement and
Release;

     

    16.6 that he
is receiving, pursuant to this Agreement and Release, consideration in addition
to anything of value to which he is already entitled; and

     

    16.7 that this
Agreement and Release is written in such a manner that he understands his rights
and obligations.

     

    17. Agreement and Release
Voluntary.  Executive acknowledges and agrees that he has
carefully read this Agreement and Release and understands that it is a release
of all claims, known and unknown, past or present including all claims under the
Age Discrimination in Employment Act.  He further agrees that he has
entered into this Agreement and Release for the above stated
consideration.  He warrants that he is fully competent to execute this
Agreement and Release which he understands to be contractual.  He
further acknowledges that he executes this Agreement and Release of his own free
will, after having a reasonable period of time to review, study and deliberate
regarding its meaning and effect, and after being advised to consult an
attorney, and without reliance on any representation of any kind or character
not expressly set forth herein.  Finally, he executes this Agreement
and Release fully knowing its effect and voluntarily for the consideration
stated above.

     

    18. Notices.  Any
notices required or permitted to be given under this Agreement and Release shall
be properly made if delivered in the case of Newfield to:

     

    Newfield Exploration
Company

    363 N. Sam Houston Parkway East,
Suite 2020

    Houston,
Texas  77060

    


    Attention:  Employee
Relations, Personal and Confidential

    


     

    and in
the case of Executive to:

     

    _________________________

    _________________________

    _________________________

    


    


     

    


     

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    IN
WITNESS WHEREOF, the parties have caused this Agreement and Release to be
executed in multiple counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument, this
____ day of ____________,  , to be
effective the eighth day following execution by ____________________ unless
earlier revoked.

     

     

    ______________________________                            _________________________________

    Date                                                                          EXECUTIVE

    


    


    


    ______________________________                            NEWFIELD
EXPLORATION COMPANY

    Date

    


    By:  __________________________________

    Name:  ________________________________

    Title:  _________________________________