exv10w13w1






Exhibit 10.13.1




NEWFIELD EXPLORATION COMPANY

RESTRICTED STOCK UNIT AGREEMENT

(Amended and Restated Effective February 7, 2008)



THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of February 7, 2008 (the “Date
of Grant”) and is by and between Newfield Exploration Company (the “Company”) and
                                         (“Employee”).




1. Grant.




     (a) Restricted Stock Units. Pursuant to the Newfield Exploration Company 2007 Omnibus Stock
Plan (as amended from time to time, the “Plan”), this Agreement evidences the grant by the Company
of an award of                      restricted stock units to Employee subject to the Forfeiture Restrictions
described in Section 2(a) below (the “Restricted Stock Units”). Each Restricted Stock Unit
represents the right to receive one share of Common Stock as of the date on which the Restricted
Stock Unit is payable.



     (b) Plan Incorporated. Employee acknowledges receipt of a copy of the Plan and agrees that
the Restricted Stock Units shall be subject to all of the terms and conditions of the Plan, which
terms and conditions are incorporated herein for all purposes. Capitalized terms used but not
defined in this Agreement shall have the meanings ascribed to such terms in the Plan.



     (c) No Rights as a Stockholder. Restricted Stock Units are not actual shares of Common Stock
and Employee will have no rights as a stockholder with respect to any Restricted Stock Units,
including no right to vote on matters submitted to stockholders of the Company and no right to
receive any dividends declared or paid on Common Stock. Employee will be a general and unsecured
creditor of the Company and will have no direct or secured claim in any specific assets of the
Company.


2. Restrictions. Employee hereby accepts the Restricted Stock Units and agrees with
respect thereto as follows:




     (a) Forfeiture Restrictions. Except as otherwise provided in Paragraph X of the Plan, (i) the
Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred or disposed of to the extent then subject to Forfeiture Restrictions and (ii) if, prior
to the fourth year anniversary of the Date of Grant, Employee’s employment with the Company is
terminated for any reason (including as described in the last sentence of Paragraph XII(b) of the
Plan) other than (A) a Separation From Service by reason of death or Disability of Employee or (B)
a Qualified Retirement, Employee shall, for no consideration, forfeit to the Company all Restricted
Stock Units to the extent then subject to Forfeiture Restrictions. The prohibition against
transfer and the obligation to forfeit and surrender the Restricted Stock Units to the Company as
provided in this Section 2(a) are herein referred to as “Forfeiture Restrictions.” Forfeiture
Restrictions shall be binding upon and enforceable against any permitted transferee of the
Restricted Stock Units.



 









 





     (b) Death. If not previously forfeited, Forfeiture Restrictions with respect to the
Restricted Stock Units shall lapse on the date of the Employee’s termination of employment with the
Company by reason of Employee’s death.



     (c) Disability. If not previously forfeited, Forfeiture Restrictions with respect to the
Restricted Stock Units shall lapse on the date Employee incurs a Separation From Service with the
Company by reason of Employee’s Disability if Employee is not a Specified Employee or on the date
that is six months following Employee’s Separation From Service if Employee is a Specified
Employee; provided, however, that if Employee dies before the expiration of such six-month delay
period (if applicable) then all remaining Forfeiture Restrictions shall immediately lapse on the
date of Employee’s death.



     (d) Qualified Retirement. If Employee incurs a Separation From Service as a result of
Employee’s Qualified Retirement, if not previously forfeited, Forfeiture Restrictions shall lapse
with respect to that number of Restricted Stock Units equal to (i) the Pro Rata Units minus (ii)
the number of Restricted Stock Units with respect to which the Forfeiture Restrictions have
previously lapsed pursuant to Section 2(f) on the date Employee incurs a Separation From Service if
Employee is not a Specified Employee or on the date that is six months following Employee’s
Separation From Service if Employee is a Specified Employee; provided, however, that if Employee
dies before the expiration of such six-month delay period (if applicable) then all remaining
Forfeiture Restrictions shall immediately lapse on the date of Employee’s death.



     (e) Change of Control. The impact of a Change of Control of the Company on the Restricted
Stock Units shall be determined under the provisions of this Section 2(e) rather than under any
provisions of the Plan dealing with vesting or the lapse of Forfeiture Restrictions. If a Change
of Control of the Company occurs on or before the fourth anniversary of the Date of Grant and you
do not terminate employment with the Company and all direct and indirect wholly owned subsidiaries
of the Company before the date the Change of Control of the Company occurs, then all remaining
Forfeiture Restrictions shall lapse on the date the Change of Control of the Company occurs if the
Change of Control of the Company qualifies as a change in the ownership or effective control of the
corporation within the meaning of Section 409A.



     (f) Continuous Employment. If not previously forfeited, Forfeiture Restrictions with respect
to the Restricted Stock Units shall lapse on the indicated anniversary of the Date of Grant in
accordance with the following schedule:



	 	 	 	 	 
	 	 	Percentage of Restricted Stock Units
	 	 	Subject to Forfeiture Restrictions
	Annual Anniversary of Date of Grant	 	as to which Forfeiture Restrictions Lapse
	 
	 	 	 	 
	Second
	 	 	33-1/3	%
	Third
	 	 	50	%
	Fourth
	 	 	100	%






3. Definitions.




     (a) “Disability” shall have the meaning ascribed to that term under Section 409A.



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     (b) “Pro Rata Units” means a number of Restricted Stock Units equal to the product of (i) the
total number of Restricted Stock Units initially covered by this Agreement multiplied by (ii) the
result of (A) the number of days that have elapsed since the Date of Grant divided by (B) the
number of days from the Date of Grant to the fourth anniversary of the Date of Grant.



     (c) “Qualified Retirement” means Employee (i) either is (A) at least age 60 and signs a
non-compete agreement (the form of which is attached hereto as Exhibit A) that is effective until
reaching age 62 or (B) is at least age 62, (ii) has at least 10 years of Qualified Service and
(iii) provides the Requisite Notice.



     (d) “Qualified Service” means (i) Employee’s continuous employment with (A) the Company or (B)
a subsidiary of the Company during the time that such subsidiary is, directly or indirectly, a
wholly owned subsidiary of the Company plus (b) any additional service credit granted to Employee
(or a group of employees of which Employee is a member) by the Board,



     (e) “Requisite Notice” means (a) if employee is an officer of the Company, at least six months
prior written notice to the Board or (b) otherwise, at least three months prior written notice to
the chief executive officer of the Company.



     (f) “Section 409A” means section 409A of the Internal Revenue Code of 1986, as amended and the
final Department of Treasury regulations issued thereunder.



     (g) “Separation From Service” shall have the meaning ascribed to that term under Section 409A.



     (h) “Specified Employee” shall have the meaning ascribed to that term under Section 409A.


4. Settlement of Units. Subject to the provisions of Paragraph XII(c) of the Plan, upon
the lapse of Forfeiture Restrictions without forfeiture, the Company will cause a certificate to be
issued to Employee representing the number of shares of Common Stock equal to the number of
outstanding Restricted Stock Units no longer subject to Forfeiture Restrictions.



5. Community Interest of Spouse. The community interest, if any, of any spouse of Employee
in any of the Restricted Stock Units shall be subject to all of the terms, conditions and
restrictions of this Agreement and the Plan, and shall be forfeited and surrendered to the Company
upon the occurrence of any of the events requiring Employee’s interest in such Restricted Stock
Units to be so forfeited and surrendered pursuant to this Agreement.



6. Binding, Effect. This Agreement shall be binding upon and inure to the benefit of any
successors to the Company and all persons lawfully claiming under Employee.



7. Entire Agreement. This Agreement and the Plan constitute the entire agreement of the
parties hereto with regard to the subject matter hereof, and contain all the covenants and
agreements between the parties with respect to the Restricted Stock Units. Without limiting the
scope of the preceding sentence, all prior understandings and agreements, if any, among the parties
hereto relating to the subject matter hereof are hereby null and void and of no further force and
effect.








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     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an authorized
officer and Employee has executed this Agreement, all as of the Date of Grant.



	 	 	 	 	 
	 	NEWFIELD EXPLORATION COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 	 
	 	 	{Name}	 	 



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EXHIBIT A




NON-COMPETE AGREEMENT



THIS NON-COMPETE AGREEMENT (this “Agreement”) is dated as of [date of Qualified Retirement] and is
by and between Newfield Exploration Company, a Delaware corporation (the “Company”) and
                                        , a retiring employee of the Company (“Retiring Employee”).




RECITALS:



WHEREAS, Retiring Employee has been granted the awards set forth on Annex A hereto (the “Awards”)
by the Company;



WHEREAS, pursuant to the terms of the agreements governing the Awards (the “Award Agreements”),
Retiring Employee is entitled to certain benefits (the “Retirement Benefits”) if Retiring
Employee’s termination of employment with the Company is by reason of a “Qualified Retirement” (as
defined in each of the Award Agreements); and



WHEREAS, it is a condition to Retiring Employee being entitled to the Retirement Benefits that
Retiring Employee enter into a Non-Compete Agreement substantially in the form of this Agreement;



NOW, THEREFORE, in consideration of the premises, the Retirement Benefits to be provided to
Retiring Employee and the other covenants and agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:




1. Definitions; Rules of Construction.





     (a) Definitions. The following capitalized terms shall have the meaning given to it below:



     “Affiliate” means, with respect to any specified Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by or is under common
control with, such specified Person and, if such specified Person is a natural person, the
immediate family members of such specified Person. “Control” (including the terms “controlled by”
and “under common control with”), with respect to the relationship between or among two or more
Persons, means the possession, directly or indirectly, of the power to direct or cause the
direction of the affairs or management of a Person, whether through the ownership of voting
securities, as trustee or executor, as general partner or manager, by contract or otherwise,
including the ownership, directly or indirectly, of securities having the power to elect a majority
of the board of directors or similar body governing the affairs of such Person.



     “Competing Business” means any business involved in the acquisition or development of, or
exploration for, crude oil or natural gas or any rights in or with respect crude oil or natural gas
within the Covered Area.



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     “Covered Area” means (a) the United States of America and (b) any foreign jurisdiction (i) in
which the Company is operating or (ii) with respect to which the Company is actively considering
for operations, in the case of clause (b) only, as of the date hereof.



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



     “Term” means the period from the date hereof and the date on which Retiring Employee reaches
65 years of age.



     (b) Rules of Construction. For purposes of this Agreement (i) unless the context otherwise
requires, (A) “or” is not exclusive; (B) words applicable to one gender shall be construed to apply
to each gender; (C) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar
words refer to this entire Agreement and (D) the term “Section” refers to the specified Section of
this Agreement, (ii) the Section and other headings and titles contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement, (iii) a reference to any Person includes such Person’s successors and assigns.



     2. Non-Compete. During the Term, Retiring Employee covenants and agrees with the
Company that Retiring Employee shall not, directly or indirectly, individually, through an
Affiliate or otherwise (including as an officer, director, employee or consultant) own an interest
or engage in, participate with or provide any financial or other support, assistance or advice to
any Competing Business; provided, however, that Retiring Employee may (i) when taken together with
the ownership, directly or indirectly, of all of his Affiliates, own, solely as an investment, up
to 5% of any class of securities of any Person if such securities are listed on any national
securities exchange or traded on the Nasdaq Stock Market so long as Retiring Employee is not a
director, officer, employee of, or analogously employed or engaged by, such Person or any of such
Person’s Affiliates or (ii) own securities issued by the Company.



     3. Specific Performance; Injunctive Relief. Retiring Employee specifically
acknowledges and agrees that the Company, in proving the Retirement Benefits, has relied on the
agreements and covenants of Retiring Employee contained in this Agreement and that the terms of
this Agreement are reasonable and necessary for the protection of the Company. Retiring Employee
specifically acknowledges and agrees that any breach or threatened breach by Retiring Employee of
his or her agreements and covenants contained herein would cause the Company irreparable harm not
compensable solely in damages. Retiring Employee further acknowledges and agrees that it is
essential to the effective enforcement of this Agreement that Company be entitled to the remedies
of specific performance, injunctive relief and similar remedies and Retiring Employee agrees to the
granting of any such remedies upon a breach or threatened breach by Retiring Employee of any of the
terms hereof. The Company also shall be entitled to pursue any other remedies (at law or in
equity) available to it for any breach or threatened breach of this Agreement, including the
recovery of money damages; provided, however, that in no event shall Retiring Employee be liable
for any damages hereunder in excess of 150% of the Retirement Benefits.



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     4. Severability. If any term or other provision of this Agreement is invalid, illegal
or incapable of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible
in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the
extent possible.



     5. Amendment; Modification; Waiver. No amendment or modification of the terms or
provisions of this Agreement shall be binding unless the same shall be in writing and duly executed
by the Company and Retiring Employee, except that any of the terms or provisions of this Agreement
may be waived in writing at any time by the party that is entitled to the benefits of such waived
terms or provisions. No single waiver of any of the provisions of this Agreement shall be deemed
to or shall constitute, absent an express statement otherwise, a continuous waiver of such
provision or a waiver of any other provision hereof (whether or not similar).



     6. Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the
part of any party hereto in the exercise of any right hereunder shall impair such right or be
construed to be a waiver of, or acquiescence in, any breach of any covenant or agreement herein,
nor shall any single or partial exercise of any such right preclude other or further exercise
thereof or of any other right. All rights and remedies existing under this Agreement are
cumulative with, and not exclusive of, any rights or remedies otherwise available.



     7. No Affect on Retiring Employee’s Obligations. This Agreement shall in no way
affect any other duties or obligations Retiring Employee owes to the Company by contract, law or
otherwise.



     8. Legal Fees. If either party hereto institutes any legal proceedings against the
other for breach of any provision hereof, the losing party shall be liable for the costs and
expenses of the prevailing party, including without limitation its reasonable attorneys’ fees.



     9. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     10. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in
accordance with and governed by the laws of the State of Texas applicable to agreements made and to
be performed wholly within that jurisdiction.



[Signature page follows.]






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     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an authorized
officer and Retiring Employee has executed this Agreement, in each case, as of the day and year
first above written.



	 	 	 	 	 
	 	NEWFIELD EXPLORATION COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RETURNING EMPLOYEE	 
	 	 	 




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