Form of Indemnification Agreement


    Exhibit
      10.1

    


    


    INDEMNIFICATION
      AGREEMENT

     

    THIS
      INDEMNIFICATION AGREEMENT
      (this
“Agreement”)
      is
      effective as of July __, 2005 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 Substantiating Documentation and Indemnitee’s written affirmation
      that he or she has met the standard of conduct for indemnification and a written
      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.

     

    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;

     

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

     

    
 

    
      
        
           

        

        
        

      

      
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    (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:

              	 
	 	 	
                David
                  A. Trice

              
	 	 	
                President
                  and Chief Executive Officer

              


      

      


      
        	 	
                Address:

              	
                363
                  N. Sam Houston Pkwy. E.

              
	 	 	
                Suite
                  2020

              
	 	 	
                Houston,
                  Texas 77060

              
	 	 	
                Facsimile:
                  (281) 405-4242

              


      

      


      


      
        	 	
                INDEMNITEE:

              
	 	 
	 	 
	 	
                [Name]

              	 
	 	 	 
	 	
                Address:

              	 
	 	 	 
	 	 	
                Facsimile:
                  (___) ___-____

              


      

    

     

     

     

     

    

      
        
          
             

          

          
          

        

        
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