nfx8k-02042009ex1020.htm


    Exhibit 10.20


    


     

    INDEMNIFICATION
AGREEMENT

     

    THIS INDEMNIFICATION AGREEMENT
(this “Agreement”)
is effective as of February 5, 2009 and is by and between Newfield Exploration
Company, a Delaware corporation (the “Company”),
and the undersigned director or officer of the Company (“Indemnitee”).

     

    WHEREAS, the Company’s Amended
and Restated Bylaws (as the same have been and may be amended from time to time,
the “Bylaws”)
provide for indemnification of the Company’s directors and officers to the
maximum extent permitted by the General Corporation Law of the State of Delaware
(the “DGCL”);

     

    WHEREAS, the Company’s Second
Restated Certificate of Incorporation (as the same has been and may be amended
from time to time, the “Charter”)
provides for indemnification of the Company’s directors and officers to the
maximum extent permitted by law;

     

    WHEREAS, the Board of
Directors of the Company (the “Board”)
has determined that, in order to attract and retain qualified individuals to
serve as directors and officers of the Company, the Company will attempt to
maintain on an ongoing basis, at its sole expense, liability insurance to
protect such persons from certain liabilities (“D&O
Insurance”);

     

    WHEREAS, the Company believes,
in light of current market conditions and trends, that D&O Insurance may be
available to it in the future only at higher premiums and with more
exclusions;

     

    WHEREAS, the Charter, the
Bylaws and the DGCL contemplate that contracts may be entered into with respect
to indemnification of directors and officers;

     

    WHEREAS, it is reasonable,
prudent and necessary for the Company to obligate itself contractually to
indemnify Indemnitee so that Indemnitee may serve or continue to serve the
Company free from undue concern that Indemnitee will not be adequately
protected; and

     

    WHEREAS, Indemnitee is willing
to serve or continue to serve the Company on the condition that Indemnitee be so
indemnified;

     

    NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company
and Indemnitee do hereby agree as follows:

     

    1.           Definitions. 
The
following capitalized terms shall have the meanings given to them
below:

     

    “Capacity”
means, with respect to an Enterprise, serving such Enterprise in any capacity,
including as a director, officer, partner (limited or general), venturer,
proprietor, trustee, employee, agent, manager, member, fiduciary, committee
member, chairperson, sponsor or functionary.

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

    “Covered
Proceeding” means any Proceeding, whether brought by or in the right of
the Company or otherwise, in which Indemnitee is or will be involved as a party,
as a witness or otherwise, because (a) Indemnitee is or previously was a
director or officer of the Company, (b) of any action taken by Indemnitee or of
any inaction on the part of Indemnitee while so acting as a director or officer
of the Company or (c) because Indemnitee is or previously was, at the request of
the Company, serving another Enterprise in any Capacity; provided that any Proceeding
that is brought by Indemnitee against the Company or any of its directors or
officers, other than a Proceeding brought by Indemnitee to enforce Indemnitee’s
rights under this Agreement, shall not be deemed a “Covered Proceeding” without
prior approval by a majority of the Board.

     

    “Enterprise”
means a corporation, partnership (general or limited), limited liability
company, joint venture, sole proprietorship, trust, employee benefit plan,
committee or other similar enterprise, entity, organization, association,
venture or group.

     

    “Expenses”
means any judgments, fines and penalties (including any excise tax assessed with
respect to an employee benefit plan) against Indemnitee in connection with a
Covered Proceeding; amounts paid by Indemnitee in settlement of a Covered
Proceeding and all attorneys’ fees and disbursements, accountants’ fees, private
investigation fees and disbursements, retainers, court costs, transcript costs,
fees of experts, fees and expenses of witnesses, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees and all other disbursements and expenses reasonably incurred by or for
Indemnitee in connection with prosecuting, defending, preparing to prosecute or
defend, investigating or being or preparing to be a witness in, a Covered
Proceeding or to establish Indemnitee’s right of entitlement to indemnification
for any of the foregoing.

     

    “Proceeding”
means any threatened, pending or completed action, suit, inquiry or proceeding,
whether of a civil, criminal, administrative, arbitrative or investigative
nature.

     

    “Substantiating
Documentation” means copies of bills, invoices or receipts for costs
incurred by or for Indemnitee, or copies of court or agency orders or decrees or
settlement agreements, as the case may be, accompanied by a sworn statement from
Indemnitee that such bills, invoices, receipts, court or agency orders or
decrees or settlement agreements represent costs or liabilities meeting the
definition of “Expenses.”

     

    2.           Indemnity
of Director or Officer.  The
Company hereby agrees to hold harmless and indemnify Indemnitee against Expenses
to the fullest extent permitted by law.  The meaning of the phrase “to
the fullest extent permitted by law” includes (a) to the fullest extent
permitted by any provision of the DGCL that authorizes or contemplates
additional indemnification by agreement, or the corresponding provision of any
amendment to or replacement of the DGCL and (b) to the fullest extent authorized
or permitted by any amendments to or replacements of the DGCL adopted after the
date of this Agreement that increase the extent to which a corporation may
indemnify its officers and directors.  Any amendment, alteration or
repeal of the DGCL that adversely affects any right of Indemnitee shall be
prospective only and shall not limit or eliminate any such right with respect to
any Proceeding involving any occurrence or alleged occurrence of any action or
omission to act that took place prior to such amendment or repeal.

    
      
        
        

      

      
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    3.           Additional
Indemnity.  The
Company hereby further agrees to hold harmless and indemnify Indemnitee against
Expenses provided that Indemnitee (a) acted in good faith, (b) acted in a manner
he or she reasonably believed to be in or not opposed to the best interests of
(i) in the case of an employee benefit plan, the participants or beneficiaries
of such plan and (ii) in all other cases, the Company and (c) in the case of a
criminal Proceeding, had no reasonable cause to believe that his or her conduct
was unlawful.  The termination of any Proceeding by judgment, order of
the court, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not
(x) act in good faith, (y) act in a manner that he or she reasonably believed to
be in or not opposed to the best interests of the participants or beneficiaries
of an employee benefit plan or the Company, as applicable, or (z) have
reasonable cause to believe that his or her conduct was unlawful.  The
Company shall not be required to indemnify Indemnitee under this Agreement with
regard to any judicial award if the Company was not given a reasonable and
timely opportunity, at its expense, to participate in the defense of the
underlying Covered Proceeding.

     

    4.           Selection
of Counsel.  If the
Company is obligated to indemnify Indemnitee for Expenses with respect to a
Covered Proceeding (other than a Proceeding that is brought by Indemnitee (x)
against the Company or any of its directors or officers or (y) to enforce
Indemnitee’s rights under this Agreement), the Company shall be entitled to
assume the defense of such Covered Proceeding, with counsel approved by
Indemnitee (whose approval shall not be unreasonably withheld or delayed), upon
the delivery to Indemnitee of written notice of its election so to
do.  After delivery of such notice, approval of such counsel by
Indemnitee and the retention of such counsel by the Company, the Company will
not be liable to Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same Covered Proceeding;
provided that (a)
Indemnitee shall have the right to employ his or her own separate counsel in any
such Covered Proceeding at Indemnitee’s expense and (b) if (i) the employment of
separate counsel by Indemnitee has been previously authorized by the Company,
(ii) Indemnitee has reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense
or (iii) the Company does not, in fact, employ counsel to assume the defense of
such Covered Proceeding, then, in each such case, the Expenses of Indemnitee’s
separate counsel shall be subject to indemnification under this
Agreement.

     

    5.           Advancement
of Expenses.  Expenses
(other than judgments, penalties, fines and settlements) incurred by Indemnitee
shall be paid by the Company, in advance of the final disposition of a Covered
Proceeding, within 20 days after receipt of Indemnitee’s written request
accompanied by (a) Substantiating Documentation, (b) Indemnitee’s written
affirmation that he or she has met the standard of conduct for indemnification
and (c) the acknowledgment set forth in Section 7 of Indemnitee’s undertaking to
repay such amount to the extent it is ultimately determined that Indemnitee is
not entitled to such indemnification.  No objections based on or
involving the question whether any amount for which payment has been requested
meets the definition of “Expenses,” including any question regarding the
reasonableness of any such amount, shall be grounds for failure to advance to
Indemnitee, or to reimburse Indemnitee for, the amount requested within such
20-day period, and the undertaking of Indemnitee set forth in Section 7 to repay
any such amount to the extent it is ultimately determined that Indemnitee is not
entitled to indemnification shall be deemed to include an undertaking to repay
any such amounts determined not to have met such definition.

    
      
        
        

      

      
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    6.           Right to
Indemnification Upon Application; Procedures.  Subject
to Section 5, any indemnification under this Agreement shall be made no later
than 30 days after receipt by the Company of the written request of Indemnitee,
accompanied by Substantiating Documentation, unless a determination is made
within such 30-day period by (a) the Board by a majority vote of a quorum
consisting of directors who are not or were not parties to the Covered
Proceeding, (b) a committee of the Board designated by majority vote of the
Board, even though less than a quorum, (c) if there are no such directors, or if
such directors so direct, independent legal counsel in a written opinion or (d)
the stockholders of the Company, that Indemnitee has not met the relevant
standards for indemnification set forth in this Agreement.

     

    The right
to indemnification or advances as provided in this Agreement may be enforced by
Indemnitee in any court of competent jurisdiction.  The burden of
proving that indemnification or advancement is not required shall be on the
Company.  Neither the failure of the Company (including the Board, any
committee thereof, independent legal counsel or the Company’s stockholders) to
make a determination prior to the commencement of a Proceeding as to whether
Indemnitee has met any applicable standards of conduct and is entitled to
indemnification nor an actual determination by the Company (including the Board,
any committee thereof, independent legal counsel or the Company’s stockholders)
that Indemnitee has not met any applicable standards of conduct and is not
entitled to indemnification, shall be a defense to the Proceeding or create a
presumption that Indemnitee has not met any applicable standard of conduct or is
not entitled to indemnification.

     

    7.           Undertaking
by Indemnitee.  Indemnitee
hereby undertakes to repay to the Company (a) any advances of Expenses pursuant
to Section 5 and (b) any other Expenses paid to or on behalf of Indemnitee
hereunder, in each case to the extent that it is ultimately determined that
Indemnitee is not entitled to indemnification.  As a condition to the
advancement or payment of Expenses, Indemnitee shall, at the request of the
Company, execute an acknowledgment that such advancement or payment is being
made pursuant to and is subject to the provisions of this
Agreement.  Such acknowledgment shall only be based on the language of
this Section 7 and no additional or more restrictive conditions may be imposed
upon Indemnitee.  All advances and payments shall be unsecured and
interest-free.

     

    8.           Indemnification
Hereunder Not Exclusive.  The
indemnification and advancement of Expenses as provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may be entitled
under the Charter, the Bylaws, the DGCL, any D&O Insurance, any other
agreement or otherwise; provided, however, that this
Agreement supersedes all prior written indemnification agreements between the
Company (or any predecessor thereof) and Indemnitee with respect to the subject
matter hereof; and provided
further that Indemnitee shall reimburse the Company for amounts paid to
him or her pursuant to such other rights to the extent such payments duplicate
any payments received pursuant to this Agreement.

     

    9.           Continuation
of Indemnity.  All
agreements and obligations of the Company contained herein shall continue during
the period Indemnitee is a director or officer of the Company (or is or was
serving, at the request of the Company, another Enterprise in any Capacity) and
shall continue thereafter indefinitely notwithstanding the fact that Indemnitee
has ceased to serve as a director or officer of the Company or to serve such
other Enterprise.

    
      
        
        

      

      
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    10.           Partial
Indemnification.  If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for a portion, but not the total amount, of Expenses, the Company
shall nevertheless indemnify Indemnitee for the portion of such Expenses with
respect to which Indemnitee is entitled to indemnification.

     

    11.           Settlement
of Claims; Opportunity to Defend.  The
Company shall not be required to indemnify Indemnitee under this Agreement for
any amounts paid in settlement of any Covered Proceeding effected without the
Company’s written consent.  The Company shall not settle any Covered
Proceeding in any manner that would impose any penalty or limitation on
Indemnitee without Indemnitee’s prior written consent.  Neither the
Company nor Indemnitee shall unreasonably withhold or delay its or his or her
consent to any such proposed settlement.  The Company shall not be
required to indemnify Indemnitee under this Agreement with regard to any
judicial award if the Company was not given a reasonable and timely opportunity,
at its expense, to participate in the defense of the underlying Covered
Proceeding.

     

    12.           Acknowledgements. 


    
    (a)    The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve or to continue to serve as a director or officer of the Company, and
acknowledges that Indemnitee is relying upon this Agreement in agreeing to serve
or in continuing to serve as a director or officer of the Company.

     

        (b)    Both the
Company and Indemnitee acknowledge that, in certain instances, federal law or
public policy may override applicable state law and prohibit the Company from
indemnifying its directors and officers under this Agreement or
otherwise.  For example, the Company and Indemnitee acknowledge that
(i) the Securities and Exchange Commission (the “SEC”) has
taken the position that indemnification is not permissible for liabilities
arising under certain federal securities laws and (ii) federal law prohibits
indemnification for certain ERISA violations.  Indemnitee understands
and acknowledges that the Company has undertaken or may be required in the
future to undertake with the SEC to submit in certain circumstances the question
of indemnification to a court for a determination of the Company’s right under
public policy to indemnify Indemnitee.

     

    13.           Enforcement.  If
Indemnitee is required to commence a Proceeding to enforce rights or to collect
moneys due under this Agreement and is successful, such Proceeding shall be a
“Covered Proceeding” and the Company shall indemnify Indemnitee for all of
Indemnitee’s Expenses in bringing and pursuing such Proceeding.

     

    14.           Exceptions.  Any other
provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement to indemnify
Indemnitee:

     

    (a)    for
Expenses incurred by Indemnitee with respect to any Proceeding instituted by
Indemnitee to enforce or interpret this Agreement if it is determined by a final
judgment or other final adjudication by a court of competent jurisdiction that
each of the material assertions made by Indemnitee in such Proceeding was not
made in good faith or was frivolous;

    
      
        
        

      

      
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    (b)    for
Expenses to the extent paid directly to Indemnitee by an insurance carrier
pursuant to D&O Insurance maintained by the Company; or

     

    (c)    for
profits recovered from Indemnitee under section 16(b) of the Exchange Act
arising from the purchase and sale (or the sale and purchase) by Indemnitee of
securities of the Company or for any Expenses in connection
therewith.

     

          
15.           Severability.
 If
any provision of this Agreement shall be held to be invalid, illegal or
unenforceable (a) the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be in any way affected or
impaired thereby and (b) to the fullest extent possible, the provisions of
this Agreement shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.  Each Section
of this Agreement is a separate and independent portion of this
Agreement.  If the indemnification to which Indemnitee is entitled
with respect to any aspect of any claim varies between two or more Sections of
this Agreement, that Section providing the most comprehensive indemnification
shall apply.

     

    16.           Miscellaneous.

     

    (a)    Governing
Law.  This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Delaware,
without giving effect to principles of conflict of law.

     

    (b)    Entire
Agreement.  This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof and merges
all prior discussions between them.

     

    (c)    Amendment;
Modification; Waiver.  No amendment or modification of this
Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement.  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).

     

    (d)    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 this Agreement, nor shall any single or partial exercise of any
such right preclude other or further exercise thereof or of any other
right.

     

    (e)    Rules of
Construction.  Unless the context otherwise requires, as used
in this Agreement (i) a term has the meaning ascribed to it, (ii) “or” is not
exclusive, (iii) “including” means “including without limitation,” (iv) words in
the singular include the plural and vice versa, (v) words applicable to one
gender shall be construed to apply to each gender, (vi) the terms “hereof,”
“herein,” “hereby,” “hereto” and derivative or similar words refer to this
entire Agreement, (vii) the term “Section” refers to the specified Section of
this Agreement and (viii) the descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.

    
      
        
        

      

      
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    (f)    Notices.  All
notices, demands or other communications to be given or delivered under or by
reason of the provisions of this Agreement shall be in writing and shall be
deemed to have been given (i) when delivered personally to the recipient, (ii)
when sent to the recipient by facsimile (receipt electronically confirmed by
sender’s facsimile machine) if during normal business hours of the recipient,
otherwise on the next business day, (iii) one business day after the date when
sent to the recipient by reputable overnight courier service (charges prepaid),
or (iv) five business days after the date when mailed to the recipient by
certified or registered mail, return receipt requested and postage
prepaid.  Such notices, demands and other communications shall be sent
to the parties at the addresses indicated on the signature page hereto, or to
such other address as any party hereto may, from time to time, designate in
writing delivered pursuant to the terms of this Section 16(f).

     

    (g)    Counterparts.  This
Agreement may be executed in two counterparts, each of which shall be deemed an
original and both of which together shall constitute one
instrument.

     

    (h)    Successors and
Assigns.  This Agreement shall be binding upon the Company and
its successors and assigns and shall inure to the benefit of Indemnitee and
Indemnitee’s heirs, legal representatives and assigns.

     

    (i)    Subrogation.  If
payment is made by the Company under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all documents required and shall do all acts that
may be necessary to secure such rights and to enable the Company to effectively
enforce such rights by suit or otherwise.

     

    


     

    [Signature
page follows.]

     

    


    
      
        
           


        

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


    
      


       

      
        	 
      	
                NEWFIELD
      EXPLORATION COMPANY

              
	 
      	 
      
	 
      	
                By:

              
	 
      	
                ___________________________

                ___________________________

              
	 
      	
                Address:

                363
      N. Sam Houston Pkwy. E.

                Suite
      2020

                Houston,
      Texas  77060

                Facsimile:  (281)
      405-4242

              


      

      


       

      
        	 
      	
                INDEMNITEE

              
	 
      	 
      
	 
      	
                By:

              
	 
      	
                [Name]

              
	 
      	
                Address:

                 

                 

                Facsimile:  (___)
      ____-_____

              


      



    
 

     

     

     

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