nfx8k-02042009ex1015.htm

                                                                                                    Exhibit
10.15

    NEWFIELD
EXPLORATION COMPANY

    RESTRICTED
STOCK AGREEMENT

    


     

    THIS RESTRICTED STOCK AGREEMENT
(this “Agreement”)
is made as of February 4, 2009 (the “Date of
Grant”) and is by and between Newfield Exploration Company (the “Company”)
and ___________________________ (“Employee”).

     

    1.    Grant.

     

    (a)    Restricted
Shares.  Pursuant to the Newfield Exploration Company 2004
Omnibus Stock Plan (as amended from time to time, the “Plan”),
________ shares of the Company’s common stock, par value $.01, will be issued in
Employee’s name subject to the Forfeiture Restrictions described in
Section 2 below (the “Restricted
Shares”).

     

    (b)    Plan
Incorporated.  Employee acknowledges receipt of a copy of the
Plan and agrees that the Restricted Shares shall be subject to all of the terms
and provisions of the Plan (including any future amendments thereof), which
terms and provisions 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.

     

    2.    Forfeiture
Restrictions.  Employee hereby accepts the award of the
Restricted Shares and agrees with respect thereto as follows:

     

    (a)    No
Transfer.  Except as otherwise provided in Paragraph X of the
Plan, the Restricted Shares may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred or disposed of to the extent then subject
to Forfeiture Restrictions.  The prohibition against transfer and the
obligation to forfeit and surrender the Restricted Shares to the Company as
provided in this Section 2 are herein referred to as “Forfeiture
Restrictions.”  Forfeiture Restrictions shall be binding upon
and enforceable against any permitted transferee of the Restricted
Shares.

     

    (b)    Termination of
Employment.  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 separation from service by reason of (i) death or
Disability (as defined below) of Employee or (ii) Employee’s Qualified
Retirement (as defined below), Employee shall, for no consideration, forfeit to
the Company all Restricted Shares to the extent then subject to Forfeiture
Restrictions.

     

    (c)    Death or
Disability. If not previously
forfeited, Forfeiture Restrictions with respect to the Restricted Shares shall
lapse upon a separation from service by reason of Employee’s death or
Disability.

     

    (d)    Qualified
Retirement. If Employee’s employment
is terminated by reason of Employee’s Qualified
Retirement, if not
previously forfeited, Forfeiture Restrictions shall lapse with respect to the
Pro Rata Shares, if any, and Employee shall, for no consideration, forfeit to
the Company all Restricted Shares to the extent thereafter still subject to
Forfeiture Restrictions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)    Continuous
Employment.  If not previously forfeited, Forfeiture
Restrictions with respect to the Restricted Shares shall lapse on the indicated
anniversary of the Date of Grant (each, an “Anniversary
Date”) in accordance with the following schedule:

     

    
      	
              
                Annual
      Anniversary of Date of Grant

              

            	
              
                Percentage
      of Restricted

                Shares
      Subject to Forfeiture Restrictions as

                to
      which Forfeiture Restrictions Lapse

              

            
	
              Second

            	
              33
      1/3%          
                                                         
      

            
	
              Third

            	
              50%           
                                                      
       

            
	
               
      Fourth

            	
              100%          
                                                        
      

            


    

    


    3.    Definitions.  The
following terms shall have the indicated meanings:

     

    (a)    “Disability”
has the meaning set forth in Section 409A(a)(2)(A)(ii) of the Code.

     

    (b)    “Pro Rata
Shares” means, as of the date of Employee’s Qualified Retirement (the
“Retirement
Date”), the number of Restricted Shares, if any, equal to the product of
(i) the number of Restricted Shares with respect to which Forfeiture
Restrictions will lapse on the next Anniversary Date following the Retirement
Date multiplied by (ii)
the result of (A) the number of days, if any, that have elapsed (excluding the
Retirement Date) since the most recent Anniversary Date divided by (B)
365.

     

    (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.

     

    4.    Certificates.  Restricted
Shares shall remain in the custody of the Company or its depository for
safekeeping until Forfeiture Restrictions lapse or forfeiture occurs pursuant to
the terms of the Plan and this Agreement. Subject to the provisions of Paragraph
XII(c) of the Plan, upon the lapse of Forfeiture Restrictions without
forfeiture, the Company will cause the shares to be issued in the name of
Employee without any legend with respect to the Forfeiture
Restrictions.

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.    Community
Interest Of Spouse.  The community interest, if any, of any
spouse of Employee in any of the Restricted Shares 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 Shares 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 Shares.  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.

     


    
      
         


      

      
        3 

        
          

        

      

      
         


      

    


    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 first above
written.

     

    


     

                NEWFIELD EXPLORATION
COMPANY

    


    


    


                By:                                                                

                Name:

                Title:

    


    


                EMPLOYEE

    


    


                [Employee]


    
      
         


      

      
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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”).

     

    R
E C I T A L S:

     

    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.

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “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 62 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.]

     


    
      
         


      

      
          A-3

        
          

        

      

      
         


      

    


    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]

     

     

     

            


    


    


    


    


    A-4