exv10w2






Exhibit 10.2




AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS

UNDER THE

DEVON ENERGY CORPORATION 2005 LONG-TERM INCENTIVE PLAN




     THIS AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENTS (“Amendment”) is entered into as of the
___ day of                     , 2008 by and between Devon Energy Corporation, a Delaware corporation (the
“Company”), and                      (the “Participant”).



W I T N E S S E T H:




     WHEREAS, the Company and the Participant have previously entered into certain Restricted Stock
Award Agreements under the Devon Energy Corporation 2005 Long-Term Incentive Plan listed on Exhibit
A (the “Agreements”), which granted to the Participant shares of Common Stock of the Company (the
“Restricted Stock”) in exchange for the Participant’s performance of future services for the
Company subject to the terms and conditions of the Agreements; and



     WHEREAS, the Company and the Participant desire to amend the Agreements with respect to
vesting of the Restricted Stock following the date of retirement of the Participant under certain
circumstances; and



     WHEREAS, Section 12.7 of the Plan permits the Compensation Committee of the Company’s Board of
Directors (the “Committee”) to amend the Agreements; and



     WHEREAS, the Committee has approved the amendment of the Agreements as set forth herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree that the Agreements are hereby amended as follows:




	 	1.	 	The first sentence of the first paragraph of Section 3(b) is
amended to read as follows:
	 
	 	 	 	“Except as provided in this Section 3, if the Participant’s Date of
Termination has not occurred as of the vesting dates specified below
(the “Vesting Dates”), then, the Participant shall be entitled,
subject to the applicable provisions of the Plan and this Agreement
having been satisfied, to receive on or within a reasonable time
after the applicable Vesting Dates, on a cumulative basis, the
number of shares of Stock as described in the following schedule.”
	 
	 	2.	 	The last sentence of the first paragraph of Section 3(b) is
amended to read as follows:
	 
	 	 	 	“The Participant shall forfeit the unvested portion of the Award
(including the underlying Restricted Stock and “Accrued Dividends,”
as such term is hereinafter defined) upon the 




 









 






	 	 	 	occurrence of the
Participant’s Date of Termination unless the Award becomes vested
under the circumstances described in Sections 3(b)(i), (ii), (iii)
or (iv) below.”
	 
	 	3.	 	The first sentence of Section 3(b)(i) is hereby amended to read as follows:
	 
	 	 	 	“The Award shall become fully vested upon the occurrence of a Change
of Control Event that occurs (i) prior to the Participant’s Date of
Termination or (ii) if the Participant has retired prior to such
Change of Control Event and is Post-Retirement Eligible, following
the Participant’s Date of Termination.”
	 
	 	4.	 	Section 3 is hereby amended to delete from Section 3(b)(iii)
the phrase “or Early Retirement Date (as such term is defined in the Company’s
Retirement Plan).”
	 
	 	5.	 	Section 3(b) is hereby amended to add a Section 3(b)(iv):
	 
	 	 	 	“(iv) Notwithstanding any provision to the contrary in this
Agreement, if the Participant is Post-Retirement Eligible, the
Participant shall, subject to the satisfaction of the conditions in
Section 14, be eligible to vest in accordance with the Vesting
Schedule above in this Section 3, in the installments of Restricted
Stock that remain unvested on the Date of Termination as follows:





	 	 	 	 	 
	 	 	Percentage of Unvested Installments of Restricted Stock
	Age at Retirement	 	Eligible to be Earned by the Participant
	54 and earlier
	 	 	0	%
	55
	 	 	60	%
	56
	 	 	65	%
	57
	 	 	70	%
	58
	 	 	75	%
	59
	 	 	80	%
	60 and beyond
	 	 	100	%







	 	6.	 	Section 3 is hereby amended to add a Section 3(f):
	 
	 	 	 	“(f) Post-Retirement Eligible. For purposes of this
Agreement, “Post-Retirement Eligible” means the Participant’s Date
of Termination occurs (i) by reason of the Participant’s retirement
and (ii) on or after the Participant has attained age fifty-five
(55) with ten (10) or more Years of Service, as that term is defined
in the Retirement Plan for Employees of Devon Energy Corporation
(the “Retirement Plan”).”




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	 	7.	 	By adding a new Section 14 that provides as follows:






	 	“14. Conditions to Post-Retirement Vesting.
	 
	 	(a)	 	Notice of and Conditions to
Post- Retirement Vesting. If the Participant is Post-Retirement
Eligible, the Company shall, within a reasonable period of time
prior to the Participant’s Date of Termination, notify the
Participant that the Participant has the right to continue to
vest following the Date of Termination in any unvested
installments of Restricted Stock (each such unvested
installment, an “Installment”), provided that the Participant
executes and delivers to the Company, with respect to each such
Installment, the following documentation: (i) a non-disclosure
letter agreement, in the form attached as Exhibit B, (a
“Non-Disclosure Agreement”) on or before January 1 of the year
in which such Installment vests pursuant to the Vesting
Schedule (or, with respect to the calendar year in which the
Date of Termination occurs, on or before the Date of
Termination), and (ii) a compliance certificate, in the form
attached as Exhibit C, (a “Compliance Certificate”) indicating
the Participant’s full compliance with the Non-Disclosure
Agreement on or before November 1 of the year in which such
Installment vests pursuant to the Vesting Schedule.
	 
	 	(b)	 	Consequences of Failure to Satisfy
Vesting Conditions. In the event that, with respect to any
given Installment, the Participant fails to deliver either the
respective Non-Disclosure Agreement or Compliance Certificate
for such Installment on or before the date required for the
delivery of such document (such failure, a “Non-Compliance
Event”), the Participant shall not be entitled to vest in any
unvested Installments that would vest from and after the date
of the Non-Compliance Event and the Company shall be authorized
to take any and all such actions as are necessary to cause such
unvested Restricted Stock to not vest and to terminate. The
only remedy of the Company for failure to deliver a
Non-Disclosure Agreement or a Compliance Certificate shall be
the failure to vest in, and cancellation of, any unvested
Installments then held by the Participant.”





     The Agreements are not amended in any respect except as herein provided. This Amendment is
not intended and shall not be construed as increasing the aggregate number of shares of Common
Stock granted under the Agreements.



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     All capitalized terms used in this Amendment shall have the same meaning ascribed to them in
the Plan and the Agreements unless specifically denoted otherwise.



[SIGNATURES APPEAR ON FOLLOWING PAGE]




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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first
above written.



	 	 	 	 	 
	“Company”	 	Devon Energy Corporation, a Delaware corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	Name:
	 	 
 
	 

	 	Title:
	 	 
 
	 

	 	 	 	 
 
	 
	 	 	 	 
	“Participant”

	 	 
 






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EXHIBIT A




Restricted Stock Award Agreements

Subject to Amendment




 









 





EXHIBIT B




Form of Non-Disclosure Agreement




[Insert Date]




Devon Energy Corporation

20 North Broadway

Oklahoma City, OK 73102



Re:      Non-Disclosure Agreement




Ladies and Gentlemen:




     This letter agreement is entered between Devon Energy Corporation (together with its
subsidiaries and affiliates, the “Company”) and the undersigned (the “Participant”) in
connection with that certain Amendment to Restricted Stock Award Agreements (the
“Amendment”) dated                     , 2008 between the Company and the Participant. All
capitalized terms used in this letter agreement shall have the same meaning ascribed to
them in the Amendment unless specifically denoted otherwise.



     The Participant acknowledges that, during the course of and in connection with the
employment relationship between the Participant and the Company, the Company provided and
the Participant accepted access to the Company’s trade secrets and confidential and
proprietary information, which included, without limitation, information pertaining to the
Company’s finances, oil and gas properties and prospects, compensation structures, business
and litigation strategies and future business plans and other information or material that
is of special and unique value to the Company and that the Company maintains as
confidential and does not disclose to the general public, whether through its annual report
and/or filings with the Securities and Exchange Commission or otherwise (the “Confidential
Information”).



     The Participant acknowledges that his position with the Company was one of trust and
confidence because of the access to the Confidential Information, requiring the
Participant’s best efforts and utmost diligence to protect and maintain the confidentiality
of the Confidential Information. Unless required by the Company or with the Company’s
express written consent, the Participant will not, during the term of this letter
agreement, directly or indirectly, disclose to others or use for his own benefit or the
benefit of another any of the Confidential Information, whether or not the Confidential
Information is acquired, learned, attained or developed by the Participant alone or in
conjunction with others.



     The Participant agrees that, due to his access to the Confidential Information, the
Participant would inevitably use and/or disclose that Confidential Information in breach of
his confidentiality and non-disclosure obligations if the Participant worked in certain
capacities or engaged in certain activities for a period of time following his employment
with the Company, specifically in a position that involves (i) responsibility and
decision-



 









 







making authority or input at the executive level regarding any subject or
responsibility, (ii) decision-making responsibility or input at any management level in the
Participant’s individual area of assignment with the Company, or (iii) responsibility and
decision-making authority or input that otherwise allows the use of the Confidential
Information (collectively referred to as the “Restricted Occupation”). Therefore, except
with the prior written consent of the Company, during the term of this letter agreement,
the Participant agrees not to be employed by, consult for or otherwise act on behalf of any
person or entity in any capacity in which he would be involved, directly or indirectly, in
a Restricted Occupation. The Participant acknowledges that this commitment is intended to
protect the Confidential Information and is not intended to be applied or interpreted as a
covenant against competition.



     The Participant further agrees that during the term of this letter agreement, the
Participant will not, directly or indirectly on behalf of a person or entity or otherwise,
(i) solicit any of the established customers of the Company or attempt to induce any of the
established customers of the Company to cease doing business with the Company, or (ii)
solicit any of the employees of the Company to cease employment with the Company.



     This letter agreement shall become effective upon execution by the Participant and the
Company and shall terminate on December 31, 200_. [Note: Insert date that is the end of
the calendar year of the letter agreement.]



     If you agree to the above terms and conditions, please execute a copy of this letter
agreement below and return a copy to me.



	 	 	 	 	 
	 

	 	“PARTICIPANT”	 	 
	 
	 	 	 	 
	 

	 	 

[Name of Participant]
	 	 






     THE UNDERSIGNED HEREBY ACCEPTS AND AGREES TO THE TERMS SET FORTH ABOVE AS OF THIS ___ DAY OF
                    , ___.



	 	 	 	 	 	 	 
	 

	 	“COMPANY”
	 		 	 
	 
	 	 	 	 	 	 
	 

	 	DEVON ENERGY
	 	CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






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EXHIBIT C

Form of Compliance Certificate




     I hereby certify that I am in full compliance with the covenants contained in that certain
letter agreement (the “Agreement”) dated as of                     , ___ between Devon Energy Corporation
and me and have been in full compliance with such covenants at all times during the period ending
October 31, ___.



	 	 	 
	 

	 	 
	 

	 	[Name of Participant]






Dated: