exv10w4







Exhibit 10.4




NON-MANAGEMENT DIRECTOR

 RESTRICTED STOCK AWARD AGREEMENT

 UNDER THE

DEVON ENERGY CORPORATION

2005 LONG-TERM INCENTIVE PLAN




     THIS AWARD AGREEMENT (the “Agreement”) entered into as of the «Grant_Date» (the “Grant Date”),
by and between Devon Energy Corporation (the “Company”) and «FirstName» «MiddleName» «Lastname»
(the “Participant”);



WITNESSETH:




     WHEREAS, the Company has previously adopted the “Devon Energy Corporation 2005 Long-Term
Incentive Plan”, as amended and restated June 7, 2006 (the “Plan”); and



     WHEREAS, the Participant is a non-management Director of the Company and it is important to
the Company that the Participant be encouraged to remain a Director of the Company; and



     WHEREAS, in recognition of such facts, the Company desires to award to the Participant
«Shares» shares of the Company common stock under the Plan subject to the terms and conditions of
this Agreement; and



     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein
contained, the Participant and the Company agree as follows (all capitalized terms used herein,
unless otherwise defined, have the meaning ascribed to such terms as set forth in the Plan):



     1. Definitions. Words, terms, or phrases used in this Agreement shall have the
meanings set forth in this section 1:



     (a) The Participant’s “Date of Termination” means the first day occurring on or after the
Grant Date on which the Participant is not a member of the Board.



     (b) “Mandatory Retirement” means the Participant’s mandatory retirement from the Board of
Directors at the next annual meeting of shareholders following the date the Participant reaches his
73rd birthday.



     2. The Plan. The Plan, a copy of which is attached hereto, is hereby incorporated by
reference herein and made a part hereof for all purposes, and when taken with this Agreement shall
govern the rights of the Participant and the Company with respect to the Award (as defined below).



     3. Grant of Award. The Company hereby grants to the Participant an award (the
“Award”) of «Shares» shares of the Company Common Stock, par value $.10 (the “Stock”), on the terms
and conditions set forth herein and in the Plan.



 









 





     4. Terms of Award.



     (a) Escrow of Shares. A certificate or book-entry registration representing the Stock
subject to the Award (the “Restricted Stock”) shall be issued in the name of the Participant and
shall be escrowed with the Secretary of the Company (the “Escrow Agent”) subject to removal of the
restrictions placed thereon or forfeiture pursuant to the terms of this Agreement.



     (b) Vesting. 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 accumulative basis,
the number of shares of Stock as described in the following schedule. Once vested pursuant to the
terms of this Agreement, the Restricted Stock shall be deemed “Vested Stock”.



 Vesting Schedule




	 	 	 
	Vesting Dates	 	Shares Vesting
	«Vestdate1»

	 	«Vestshs1»
	«Vestdate2»

	 	«Vestshs2»
	«Vestdate3»

	 	«Vestshs3»
	«Vestdate4»

	 	«Vestshs4»





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 paragraphs (i), (ii) or (iii) below.




          (i) The Award shall become fully vested upon the occurrence of a Change of Control Event which
occurs prior to the Participant’s Date of Termination.




          (ii) The Award shall become fully vested upon the Participant’s Date of Termination if the
Participant’s Date of Termination occurs by reason of the Participant’s death. In the sole
discretion of the Committee, the Award may become vested upon the Participant’s Date of Termination
with respect to all or a portion of the shares as to which the Award was not vested immediately
prior to such termination, if the Date of Termination occurs by reason of the Participant’s
Disability or occurs under other special circumstances (as determined by the Committee).




          (iii) The Award shall become fully vested upon the Participant’s Date of Termination if the
Participant’s Date of Termination occurs by reason of the Participant’s Mandatory Retirement.




     (c) Voting Rights and Dividends. The Participant shall have all of the voting rights
attributable to the shares of Restricted Stock. Regular quarterly cash dividends declared and paid
by the Company with respect to the shares of Restricted Stock shall be paid to the Participant.
Any extraordinary dividends declared and paid by the Company with respect to shares of Restricted
Stock (“Accrued Dividends”) shall not be paid to the Participant until such Restricted Stock
becomes Vested Stock. Such Accrued Dividends shall be held by the Company as a general obligation
and paid to the Participant at the time the underlying Restricted Stock becomes Vested Stock.



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     (d) Vested Stock – Removal of Restrictions. Upon Restricted Stock becoming Vested
Stock, all restrictions shall be removed from the certificates or book-entry registrations
representing such Stock and the Secretary of the Company shall deliver to the Participant
certificates or a Direct Registration Statement for the book-entry registration, representing
such Vested Stock free and clear of all restrictions, except for any applicable securities laws
restrictions, together with a check in the amount of all Accrued Dividends attributed to such
Vested Stock without interest thereon.



     5. Legends. The shares of Stock which are the subject of the Award shall be subject
to the following legend:




“THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE OR BOOK-ENTRY REGISTRATION ARE SUBJECT TO
AND ARE TRANSFERRABLE ONLY IN ACCORDANCE WITH THAT CERTAIN AWARD AGREEMENT FOR DEVON ENERGY
CORPORATION 2005 LONG-TERM INCENTIVE PLAN DATED «Grant_Date». ANY ATTEMPTED TRANSFER OF THE
SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE OR BOOK-ENTRY REGISTRATION IN VIOLATION OF
SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT. A COPY OF THE AGREEMENT MAY BE
OBTAINED FROM THE SECRETARY OF DEVON ENERGY CORPORATION.”



     6. Delivery of Forfeited Shares. The Participant authorizes the Secretary to deliver
to the Company any and all shares of Restricted Stock that are forfeited under the provisions of
this Agreement. The Participant further authorizes the Company to hold as a general obligation of
the Company any Accrued Dividends and to pay such dividends to the Participant at the time the
underlying Restricted Stock becomes Vested Stock.



     7. Nontransferability of Award. The Participant shall not have the right to sell,
assign, transfer, convey, dispose, pledge, hypothecate, burden, encumber or charge the Award or any
Restricted Stock or any interest therein in any manner whatsoever.



     8. Notices. All notices or other communications relating to the Plan and this
Agreement as it relates to the Participant shall be in writing and shall be delivered personally or
mailed (U.S. mail) by the Company to the Participant at the then current address as maintained by
the Company or such other address as the Participant may advise the Company in writing.



     9. Binding Effect and Governing Law. This agreement shall be (i) binding upon and
inure to the benefit of the parties hereto and their respective heirs, successors and assigns
except as may be limited by the Plan, and (ii) governed and construed under the laws of the State
of Oklahoma.



     10. Award Subject to Claims of Creditors. The Participant shall not have any interest
in any particular assets of the Company, its parent, if applicable, or any Subsidiary or Affiliated
Entity by reason of the right to earn an Award (including Accrued Dividends) under the Plan and
this Agreement, and the Participant or any other person shall have only the rights of a general
unsecured creditor of the Company, its parent, if applicable, or a Subsidiary or Affiliated Entity
with respect to any rights under the Plan or this Agreement.



     11. Captions. The captions of specific provisions of this Agreement are for
convenience and reference only, and in no way define, describe, extend or limit the scope of this
Agreement or the intent of any provision hereof.



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     12. Counterparts. This Agreement may be executed in any number of identical
counterparts, each of which shall be deemed an original for all purposes, but all of which taken
together shall form one agreement.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
above written.



	 	 	 
	“COMPANY”

	 	DEVON ENERGY CORPORATION
	 

	 	a Delaware corporation
	 
	 	 
	“PARTICIPANT”

	 	«FirstName» «MiddleName» «Lastname»
	 

	 	«Address1»
	 

	 	«Address2»
	 

	 	«City», «State» «Zip»
	 

	 	ID: «ID»






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