exv10w21






Exhibit 10.21




NEWFIELD EXPLORATION COMPANY




RESTRICTED STOCK UNIT AWARD AGREEMENT



	 	 	 	 	 	 	 
	 
	 	 


	 	Awardee
	 	 
	 	 	 
	 	 	 	 
	 	 	Date of Award:

	 	February 4, 2010	 	 
	 	 	 
	 	 	 	 
	 	 	Vesting Dates:
	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	First Vesting Date:

	 	February 4, 2011	 	 
	 	 	 
	 	 	 	 
	 	 	Second Vesting Date:

	 	February 4, 2012	 	 
	 	 	 
	 	 	 	 
	 	 	Third Vesting Date:

	 	February 4, 2013	 	 
	 	 	 
	 	 	 	 
	 
	 	Number of Restricted Stock Units:

	 	 
	 	 






AWARD OF RESTRICTED STOCK UNITS




     The Compensation & Management Development Committee (the “Committee”) of the Board of
Directors of Newfield Exploration Company, a Delaware corporation (the “Company”), pursuant to the
Newfield Exploration Company 2009 Omnibus Stock Plan (the “Plan”), hereby awards to you, the
above-named awardee, effective as of the Date of Award set forth above (the “Date of Award”), that
number of restricted stock units set forth above (the “Restricted Stock Units”), on the following
terms and conditions:



     The Restricted Stock Units shall be subject to the prohibitions and restrictions set forth
herein with respect to the sale or other disposition of such Restricted Stock Units and the
obligation to forfeit and surrender such Restricted Stock Units to the Company (the “Forfeiture
Restrictions”). The Forfeiture Restrictions shall lapse as to the Restricted Stock Units that are
awarded hereby in accordance with the following schedule provided that your employment with the
Company and its direct and indirect wholly owned subsidiaries has not terminated prior to the
applicable lapse date:




	 	(a)	 	on the First Vesting Date, the Forfeiture Restrictions shall lapse as to
one-third of the Restricted Stock Units subject to this Agreement; and
	 
	 	(b)	 	on each succeeding Vesting Date, the Forfeiture Restrictions shall lapse as to
an additional one-third of the Restricted Stock Units subject to this Agreement, so
that on the Third Vesting Date the Forfeiture Restrictions shall lapse as to all of the
Restricted Stock Units subject to this Agreement.





     If a Change of Control of the Company occurs, you die, become Disabled or your employment
terminates by reason of a Qualified Retirement, in each case, before the Third Vesting Date, your
rights to the Restricted Stock Units under this Agreement will be determined as provided in the
attached Terms and Conditions (the “Terms and Conditions”).



     Upon the lapse of the Forfeiture Restrictions applicable to the Restricted Stock Units, the
Company shall issue to you one share of the Company’s Common Stock, $.01 par value per share (the
“Common Stock”), in exchange for each such Restricted Stock Unit and thereafter you



 









 




shall have no further rights with respect to such Restricted Stock Unit and such shares of the
Common Stock shall be transferable by you (except to the extent that any proposed transfer would,
in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal
or state securities law).




     If during the period in which you hold the Restricted Stock Units the Company pays a dividend
in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the
Company will increase the Restricted Stock Units that have not then been exchanged by the Company
for shares of the Common Stock by an amount equal to the product of (a) the Restricted Stock Units
that have not been forfeited to the Company or exchanged by the Company for shares of the Common
Stock and (b) the number of shares of the Common Stock paid by the Company per share of the Common
Stock (collectively, the “Stock Dividend Restricted Stock Units”). Each Stock Dividend Restricted
Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and
conditions applicable to the Restricted Stock Unit for which such Stock Dividend Restricted Stock
Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the
same basis as such Restricted Stock Unit.



     Notwithstanding any provisions of the Plan, shares of Common Stock shall be transferred at the
time(s) specified in this Agreement and the Terms and Conditions.



     The Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred, encumbered or disposed of (other than by will or the applicable laws of
descent and distribution). Any such attempted sale, assignment, pledge, exchange, hypothecation,
transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company
shall not be bound thereby. Any shares of Common Stock issued to you in exchange for the
Restricted Stock Units may not be sold or otherwise disposed of in any manner that would constitute
a violation of any applicable federal or state securities laws. You also agree that (a) the
Company may refuse to cause the transfer of any such shares of the Common Stock to be registered on
the stock register of the Company if such proposed transfer would in the opinion of counsel
satisfactory to the Company constitute a violation of any applicable federal or state securities
law and (b) the Company may give related instructions to the transfer agent, if any, to stop
registration of the transfer of such shares of the Common Stock.



     The shares of Common Stock that may be issued under the Plan are registered with the
Securities and Exchange Commission under a Registration Statement on Form S-8.



     Capitalized terms that are not defined herein shall have the meaning ascribed to such terms in
the Plan or the Terms and Conditions.



     In accepting the award of the Restricted Stock Units you accept and agree to be bound by all
the terms and conditions of the Plan, this Agreement and the Terms and Conditions.



NEWFIELD EXPLORATION COMPANY






 









 








NEWFIELD EXPLORATION COMPANY




TERMS AND CONDITIONS




	1.	 	TERMINATION OF EMPLOYMENT/CHANGE OF CONTROL. The following provisions will apply in the
event your employment with the Company and all direct and indirect wholly owned subsidiaries
(collectively, the “Company Group”) terminates, or a Change of Control of the Company occurs
prior to the Third Vesting Date under the Restricted Stock Unit Award Agreement awarded to you
(the “Agreement”):






1.1 Termination Generally. If your employment with the Company Group terminates
before the Third Vesting Date for any reason other than one of the reasons described in
Sections 1.2 through 1.5 below, the Forfeiture Restrictions then applicable to the
Restricted Stock Units shall not lapse and the number of Restricted Stock Units then subject
to the Forfeiture Restrictions shall be forfeited to the Company on the date your employment
terminates.




1.2 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 1.2 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 before the Third Vesting Date and
you do not terminate employment with the Company Group 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, or in the
ownership of a substantial portion of the assets of the corporation, within the meaning of
the Internal Revenue Code of 1986, as amended and the final Department of Treasury
Regulations issued thereunder (“Section 409A”).




1.3 Disability. Notwithstanding any other provision of the Agreement or these Terms
and Conditions to the contrary, if before the Third Vesting Date you incur a Separation From
Service due to your having incurred a Disability, then all remaining Forfeiture Restrictions
shall immediately lapse on the date you incur a Separation From Service due to your
Disability if you are not a Specified Employee or on the date that is six months following
your Separation From Service if you are a Specified Employee; provided, however, that if you
die before the expiration of such six-month delay period (if applicable) then all remaining
Forfeiture Restrictions shall immediately lapse on the date of your death. For purposes of
this Section 1.3, you will be treated as having a “Disability” if you (a) are 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) are, 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 three (3) months under an accident and
health plan covering employees of the Company Group. For purposes of these Terms and
Conditions,



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“Separation From Service” has the meaning ascribed to that term in Section 409A and
“Specified Employee” means a person who is, as of the date of the person’s Separation From
Service, a “specified employee” within the meaning of Section 409A, taking into account any
elections made and procedures established in resolutions adopted by the Compensation &
Management Development Committee of the Board.




1.4 Death. Notwithstanding any other provision of the Agreement or these Terms and
Conditions to the contrary, if you die before the Third Vesting Date and before you have
otherwise terminated employment with the Company Group, all remaining Forfeiture
Restrictions shall immediately lapse on the date of the termination of your employment due
to death.




1.5 Qualified Retirement. Notwithstanding any other provision of the Agreement or
these Terms and Conditions to the contrary, if you incur a Separation From Service as a
result of your Qualified Retirement before the Third Vesting Date, then the number of
Restricted Stock Units issued to you under the Agreement shall automatically be reduced
(without further action by you and/or the Company) on the date you incur a Separation From
Service to that number of Restricted Stock Units determined under the following formula (the
“Retirement Adjusted Restricted Stock Units”):



(1) multiplied by (2) divided by (3)





where (1) is the number of the Restricted Stock Units with respect to which Forfeiture
Restrictions would have otherwise lapsed on the next Vesting Date following your Separation
From Service due to Qualified Retirement, (2) is the number of days, if any, that have
elapsed (excluding the date of your Separation From Service) since the most recent Vesting
Date before the date you incur a Separation From Service due to Qualified Retirement, and
(3) is 365.




The excess of the Restricted Stock Units that were originally awarded to you under the
Agreement over the Retirement Adjusted Restricted Stock Units shall be immediately forfeited
on the date you incur a Separation From Service due to Qualified Retirement. The Forfeiture
Restrictions with respect to the Retirement Adjusted Restricted Stock Units shall
immediately lapse on the date you incur a Separation From Service due to your Qualified
Retirement if you are not a Specified Employee or on the date that is six months following
your Separation From Service if you are a Specified Employee; provided, however, that if you
die before the expiration of such six-month delay period (if applicable) then all remaining
Forfeiture Restrictions shall immediately lapse on the date of your death.




For purposes of this Section 1.5 “Qualified Retirement” means you (i) either are (A) at
least age 60 and sign a non-compete agreement (the form of which is attached hereto as
Exhibit A) that is effective until your reaching age 62 or (B) are at least age 62,
(ii) have at least 10 years of Qualified Service and (iii) provide the Requisite Notice.
“Qualified Service” means (i) your 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



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you (or a group of employees of which you are a member) by the Board. “Requisite Notice”
means (a) if you are 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.




	2.	 	PROHIBITED ACTIVITY. Notwithstanding any other provision of these Terms and Conditions or
the Agreement, if you engage in a “Prohibited Activity,” as described below, while employed by
one or more members of the Company Group or within two years after the date your employment
with the Company Group terminates, then your right to receive the shares of the Common Stock,
to the extent still outstanding at that time, shall be completely forfeited. A “Prohibited
Activity” shall be deemed to have occurred, as determined by the Committee in its sole and
absolute discretion, if you divulge any non-public, confidential or proprietary information of
the Company Group, but excluding information that (a) becomes generally available to the
public other than as a result of your public use, disclosure, or fault, or (b) becomes
available to you on a non-confidential basis after your employment termination date from a
source other than a member of the Company Group prior to the public use or disclosure by you,
provided that such source is not bound by a confidentiality agreement or otherwise prohibited
from transmitting the information by a contractual, legal or fiduciary obligation.
	 
	3.	 	TAX WITHHOLDING. To the extent that the receipt of the Restricted Stock Units or the lapse
of any forfeiture restrictions results in income, wages or other compensation to you for any
income, employment or other tax purposes with respect to which the Company has a withholding
obligation, you shall deliver to the Company at the time of such receipt or lapse, as the case
may be, such amount of money as the Company may require to meet its obligation under
applicable tax laws or regulations, and, if you fail to do so, the Company is authorized to
withhold from any shares of Common Stock issued under the Agreement or from any cash or stock
remuneration or other payment then or thereafter payable to you any tax required to be
withheld by reason of such taxable income, wages or compensation including (without
limitation) shares of the Common Stock sufficient to satisfy the withholding obligation. No
shares of Common Stock shall be withheld from the shares issued under the Agreement in excess
of the Company’s minimum statutory withholding obligations (determined using the minimum
statutory withholding rates required by the relevant tax authorities, including your share of
payroll taxes that are applicable to such supplemental taxable income.)
	 
	4.	 	NONTRANSFERABILITY. The Agreement is not transferable by you otherwise than by will or by the
laws of descent and distribution.
	 
	5.	 	CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The existence of the Restricted Stock Units shall
not affect in any way the right or power of the Company or any company the stock of which is
awarded pursuant to the Agreement to make or authorize any adjustment, recapitalization,
reorganization or other change in its capital structure or its business, engage in any merger
or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease,
exchange or otherwise dispose of all or any part of its assets or business, or engage in any
other corporate act or proceeding.




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	6.	 	RESTRICTED STOCK UNITS DO NOT AWARD ANY RIGHTS OF A STOCKHOLDER. You shall not have the
voting rights or any of the other rights, powers or privileges of a holder of the Common Stock
with respect to the Restricted Stock Units that are awarded hereby. Only after a share of the
Common Stock is issued in exchange for a Restricted Stock Unit will you have all of the rights
of a stockholder with respect to such share of Common Stock issued in exchange for a
Restricted Stock Unit.
	 
	7.	 	EMPLOYMENT RELATIONSHIP. For purposes of the Agreement, you shall be considered to be in the
employment of the Company Group as long as you have an employment relationship with the
Company Group. The Committee shall determine any questions as to whether and when there has
been a termination of such employment relationship, and the cause of such termination, under
the Plan and the Committee’s determination shall be final and binding on all persons.
	 
	8.	 	NOT AN EMPLOYMENT AGREEMENT. The Agreement is not an employment agreement, and no provision
of the Agreement shall be construed or interpreted to create an employment relationship
between you and any member of the Company Group or guarantee the right to remain employed by
any member of the Company Group for any specified term.
	 
	9.	 	SECURITIES ACT LEGEND. If you are an officer or affiliate of the Company under the
Securities Act of 1933, you consent to the placing on any certificate for the shares of the
Common Stock issued under the Agreement an appropriate legend restricting resale or other
transfer of such shares except in accordance with such Act and all applicable rules
thereunder.
	 
	10.	 	LIMIT OF LIABILITY. Under no circumstances will any member of the Company Group be liable
for any indirect, incidental, consequential or special damages (including lost profits) of any
form incurred by any person, whether or not foreseeable and regardless of the form of the act
in which such a claim may be brought, with respect to the Plan.
	 
	11.	 	FUNDING. You shall have no right, title, or interest whatsoever in or to any assets of the
Company or any investments which the Company may make to aid it in meeting its obligations
under this Agreement. Your right to receive payments under this Agreement shall be no greater
than the right to an unsecured general creditor of the Company.
	 
	12.	 	MISCELLANEOUS. The Agreement is awarded pursuant to and is subject to all of the provisions
of the Plan, including amendments to the Plan, if any. In the event of a conflict between
these Terms and Conditions and the Plan provisions, the Plan provisions will control. The
term “you” and “your” refer to the Awardee named in the Agreement. Capitalized terms that are
not defined herein shall have the meanings ascribed to such terms in the Plan or the
Agreement.




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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; provided, however, that “Competing Business” shall not include



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any business that provides services solely to assist other Persons in the acquisition or
development of, or exploration for, crude oil or natural gas or any rights in or with respect to
crude oil or natural gas but does not itself acquire or develop, or explore for, crude oil or
natural gas or any rights in or with respect to crude oil or natural gas within the Covered Area.




     “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 commencing on the date hereof and ending on the date on which Retiring
Employee attains the age of 62.



     (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-Competition and Non-Solicitation. 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. In addition, Retiring
Employee agrees that during the Term he shall not, directly or indirectly: (1) interfere with the
relationship of the Company or any Affiliate of the Company, or endeavor to entice away from the
Company or any Affiliate of the Company, any individual or entity who was or is a material customer
or material supplier of, or who has maintained a material business relationship with, the Company
or its Affiliates, (2) establish (or take preliminary steps to establish) a business with, or cause
or attempt to cause others to establish (or take preliminary steps to establish) a business with,
any employee or agent of the Company or any of its Affiliates, if such business competes with or
will compete with the Company or any of its Affiliates, or (3) employ, engage as a consultant or
adviser, or solicit employment, engagement as a consultant or adviser, of any employee or agent of
the Company or any of its Affiliates, or cause or attempt to cause any individual or entity to do
any of the foregoing. Retiring Employee agrees that the restrictions contained in this Section 2
are necessary to protect confidential information the Company has provided to Retiring Employee.



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     3. Specific Performance; Injunctive Relief. Retiring Employee specifically
acknowledges and agrees that the Company, in providing 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.



     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. The parties agree
to cooperate in any revision of this Agreement that may be necessary to meet the requirements of
law.



     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 Effect 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.



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     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:  	 	 
	 
	 	RETIRING EMPLOYEE

 	 
	 	
 	 
	 	[Retiring Employee] 	 
	 	 	 
	 




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