Second Amended and Restated Employee Severance Protection Plan



 EXHIBIT 10.1 
 SECOND AMENDED AND RESTATED 
 XTO ENERGY INC. 
 EMPLOYEE SEVERANCE PROTECTION PLAN 
 WHEREAS, the Amended and Restated XTO Energy Inc. Employee Severance Protection Plan (the “Prior Plan”) was adopted by the Board of Directors acting on behalf of XTO Energy Inc., a Delaware corporation (the “Company”),
effective as of August 20, 2002; and 
 WHEREAS, pursuant to Section 7.02 of the Prior Plan, the Prior Plan generally may be
amended by resolution adopted by two-thirds (2/3) of the Board of Directors of the Company; and 
 WHEREAS, pursuant to a resolution
adopted by two-thirds (2/3) of the Board of Directors of the Company, the Board of Directors of the Company desires to replace the Prior Plan with this Plan and to amend and restate the Prior Plan to reflect certain provisions of
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any guidance issued thereunder. This amendment is intended as good faith compliance with the requirements of Section 409A of the Code and is to be
construed in accordance with Section 409A of the Code and the guidance issued thereunder, and 
 WHEREAS, the Board of Directors of the
Company recognizes that the current business environment makes it difficult to attract and retain highly qualified employees unless a certain degree of security can be offered to such individuals against organizational and personnel changes which
could result from a Change in Control (as defined below) of the Company; and 
 WHEREAS, even rumors of acquisitions or mergers may cause
employees to consider major career changes in an effort to ensure financial security for themselves and their families; and 
 WHEREAS, the
Company desires to ensure fair treatment of its employees in the event of a Change in Control and to allow them to make critical career decisions without undue time pressure and financial uncertainty, thereby increasing their willingness to remain
with the Company notwithstanding the outcome of a possible Change in Control transaction; and 
 WHEREAS, the Board of Directors of the
Company believes it is essential to provide such employees with compensation arrangements upon a Change in Control which provide the employees with individual financial security and which are competitive with those of other corporations. 

NOW, THEREFORE, in order to fulfill the above purposes, the following plan has been developed and is hereby adopted. 
 ARTICLE I. 
 ESTABLISHMENT OF PLAN

 As of the Effective Date, the Company hereby establishes a severance compensation plan known as the Second Amended and Restated XTO
Energy Inc. Employee Severance Protection Plan, as set forth in this document (the “Plan”). 
  

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 ARTICLE II. 
 DEFINITIONS 
 As used herein, the following words and phrases shall have the following respective
meanings unless the context clearly indicates otherwise. 
 Section 2.01 Base Salary. The amount a Participant receives as wages or
salary on an annualized basis, calculated immediately prior to a Change in Control. 
 Section 2.02 Board. The Board of Directors of
the Company. 
 Section 2.03 Bonus Amount. An amount equal to (i) the most recent bonus awarded prior to a Change in Control
under the Non-Exempt Employee Bonus Plan or the Exempt Employee Bonus Plan adopted by the Company (or any other bonus plan or program then in effect), plus (ii) the total amount, if any, of any special bonuses, and any amounts required to be
designated as a bonus under the rules and regulations of the Securities and Exchange Commission, awarded to a Participant during the three (3) years preceding the Change in Control. A special bonus will include any bonus paid as a result of an
individual becoming an employee of the Company but will not include any bonus paid related to moving expenses. 
 Section 2.04 Cause.
The Employer shall have “Cause” to terminate a Participant if the Participant (i) willfully and continually fails to substantially perform his or her duties with the Employer (other than a failure resulting from the Participant’s
incapacity due to physical or mental illness) which failure continues for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Participant specifying the manner in which
the Participant has failed to substantially perform, or (ii) willfully engages in conduct which is demonstrably and materially injurious to the Employer, monetarily or otherwise. Notwithstanding any provision in this Plan to the contrary, any
dispute as to whether a Participant’s termination was for cause will be determined in the sole discretion of the Board. 
 Section 2.05
Change in Control. A “Change in Control” shall mean any one of the following:
 (a) “Continuing
Directors” no longer constitute a majority of the Board; the term “Continuing Director” means any individual who is a member of the Board on the date hereof or was nominated for election as a director by, or whose nomination as a
director was approved by, the Board with the affirmative vote of a majority of the Continuing Directors; 
 (b) any person or
group of persons (as defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) together with his, her or its affiliates, becomes the beneficial owner, directly or indirectly, of twenty-five percent
(25%) or more of the voting power of the Company’s then outstanding securities entitled generally to vote for the election of the Company’s directors; 
 (c) the merger or consolidation to which the Company is a party if the shareholders of the Company immediately prior to the effective date
of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than fifty percent (50%) of the combined voting power to vote for the election of directors of the surviving corporation or
other entity following the effective date of such merger or consolidation; or 
 (d) the sale of all or substantially all of
the assets of the Company or the liquidation or dissolution of the Company. 
  

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 Notwithstanding the foregoing provisions of this Section 2.05, if a Participant’s
employment with the Employer is terminated by the Employer other than for “Cause” prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party
who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with a Change in Control, then for all purposes hereof, such termination shall be deemed to have occurred immediately following a
Change in Control. 
 Notwithstanding anything herein to the contrary, under no circumstances will a change in the constitution of the board
of directors of any Subsidiary, a change in the beneficial ownership of any Subsidiary, the merger or consolidation of a Subsidiary with any other entity, the sale of all or substantially all of the assets of any Subsidiary or the liquidation or
dissolution of any Subsidiary constitute a “Change in Control” under this Plan. 
 Section 2.06 Company. XTO Energy Inc., a
Delaware corporation. 
 Section 2.07 Effective Date. The date the Plan is approved by the Board, or such other date as the Board
shall designate in its resolution approving the Plan. 
 Section 2.08 Employee. Each employee of the Employer who has not been
designated as a “Management Group Employee” under the XTO Energy Inc. Management Group Employee Severance Protection Plan. 
 Section 2.09 Employer. The Company and any Subsidiary of the Company which adopts this Plan as a Participating Employer. With respect to a Participant who is not an employee of the Company, any reference under this Plan to such
Participant’s “Employer” shall refer only to the employer of the Participant, and in no event shall be construed to refer to the Company as well. 
 Section 2.10 Good Reason. “Good Reason” shall mean the occurrence of any of the following events or conditions: 
 (a) a change in the Participant’s status, title, position or responsibilities (including reporting responsibilities) which, in the
Participant’s reasonable judgment, represents a substantial reduction of the status, title, position or responsibilities as in effect immediately prior to the Change in Control; the assignment to the Participant of any duties or
responsibilities which, in the Participant’s reasonable judgment, are inconsistent with such status, title, position or responsibilities; or any removal of the Participant from, or failure to reappoint or reelect him or her to, any of such
positions, except in connection with the termination of his or her employment for Cause or by the Participant other than for Good Reason; 
 (b) a reduction in the Participant’s Base Salary; 
 (c) the Employer’s requiring
the Participant (without the consent of the Participant) to be based at any place outside a twenty-five (25) mile radius of his or her place of employment immediately prior to a Change in Control, except for reasonably required travel on the
Employer’s business which is not materially greater than such travel requirements prior to the Change in Control, or, in the event the Participant consents to any relocation beyond such twenty-five (25) mile radius, the failure by the
Employer to pay (or reimburse the Participant) for all reasonable moving expenses incurred by him or her relating to a change of his or her principal residence in connection with such relocation and to indemnify the Participant against any loss
(defined as the difference between the actual sale price of such residence and the higher of (x) his or her aggregate investment in such residence or (y) the fair market value of such residence as determined by a real estate appraiser


  

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designated by the Participant and reasonably satisfactory to the Employer) realized on the sale of the Participant’s principal residence in connection
with any such change of residence; 
 (d) the failure by the Employer to provide the Participant with compensation and
benefits at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each employee benefit plan, program and practice as in effect immediately prior to the Change in Control (or as in effect following the
Change in Control, if greater), including, but not limited to, the XTO Energy Inc. Amended and Restated 2004 Stock Incentive Plan, the XTO Energy Inc. Employees’ 401(k) Plan, the Non-Exempt Employee Bonus Plan, the Exempt Employee Bonus Plan,
and any other stock option plan, pension plan, life insurance plan, health and accident plan or disability plan; 
 (e) any
material breach by the Employer of any provision of this Plan; 
 (f) any purported termination of the Participant’s
employment for Cause by the Employer which does not otherwise comply with the terms of this Plan; or 
 (g) any failure of the
Company to obtain the assumption of, or the agreement to perform, this Agreement by any successor as contemplated in Article VI. 
 Section 2.11 Notice of Termination. A notice which indicates the specific provisions in this Plan relied upon as the basis for any termination of employment which sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Participant’s employment under the provision so indicated; no purported termination of employment shall be effective without such Notice of Termination. 
 Section 2.12 Participant. A Participant who meets the eligibility requirements of Article III. 
 Section 2.13 Participating Employer. A Subsidiary of the Company which adopts this Plan in accordance with Section 7.04 below.

 Section 2.14 Severance Benefit. The benefits payable in accordance with Article IV of the Plan. 
 Section 2.15 Severance Units. A Participant shall receive one (1) Severance Unit, to be used in calculating his or her Severance Benefit, for
(i) each $7,000 of his or her Base Salary plus Bonus Amount, and (ii) each twelve (12) months of employment by the Company or an Employer; the sum of any partial Severance Unit under (i) and (ii) shall be rounded to one (1).
However, the maximum number of Severance Units that may be granted to a Participant is eighteen (18), and each Participant shall be granted at least three (3) Severance Units. For example, if a Participant’s Base Salary is $52,000,
his or her Bonus Amount is $5,000, and he or she has been employed by the Company or an Employer for fifty-seven (57) months, he or she would have 8.14 Severance Units for his or her compensation and 4.75 Severance Units for his or her service,
for a total of thirteen (13). 
 Section 2.16 Subsidiary. Any subsidiary of the Company, and any wholly or partially owned
partnership, joint venture, limited liability company, corporation and other form of investment by the Company. 
 Section 2.17
Termination Date. The date on which a Participant’s employment with the Employer terminates in accordance with Section 5.02. 
 A pronoun or adjective in the masculine gender includes the feminine gender, and the singular includes the plural, unless the context clearly indicates otherwise. 
  

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 ARTICLE III. 
 ELIGIBILITY AND PARTICIPATION 
 Section 3.01 Participation. Each Employee shall automatically
become a Participant in the Plan as of the Effective Date, or the date he or she satisfies the definition of an Employee, whichever occurs later. 
 Section 3.02 Duration of Participation. A Participant shall cease to be a Participant in the Plan upon the first to occur of: (i) the date he or she ceases to be an Employee of the Employer at any time prior to a Change in
Control, (ii) the date his or her employment is terminated following a Change in Control under circumstances where he or she is not entitled to a Severance Benefit under the terms of this Plan, or (iii) the date on which he or she has
received all of the benefits to which he or she is entitled under this Plan. 
 ARTICLE IV. 
 SEVERANCE BENEFITS 
 Section 4.01
Right to Severance Benefit. 
 (a) A Participant shall be entitled to receive from the Employer a Severance Benefit in
the amount provided in Section 4.02 if (i) a Change in Control has occurred and (ii) within two (2) years thereafter, the Participant’s employment with the Employer terminates for any reason other than
(A) termination by the Employer for Cause, or (B) termination by the Participant for other than Good Reason. 
 (b)
Notwithstanding any other provision of the Plan, the sale, divestiture or other disposition of a Subsidiary shall not be deemed to be a termination of employment of employees employed by such Subsidiary, and such employees shall not be entitled to
benefits from the Company or any Participating Employer under this Plan as a result of such sale, divestiture, or other disposition, or as a result of any subsequent termination of employment. 
 Section 4.02 Amount of Severance Benefit. If a Participant’s employment is terminated in circumstances entitling him or her to a Severance
Benefit as provided in Section 4.01, such Participant shall be entitled to the following benefits: 
 (a) The
Employer shall pay to the Participant, as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment within ten (10) days after his or her Termination Date (without any discount for
accelerated payment), an amount in cash equal to: one-twelfth (1/12) of the sum of the Participant’s Base Salary and Bonus Amount, multiplied by the Participant’s Severance Units. 
 (b) For a period of twelve (12) months subsequent to the Participant’s Termination Date, the Employer shall at its sole expense
continue on behalf of the Participant and his or her covered dependents and beneficiaries, all medical, dental, vision, and health benefits and insurance coverage that were being provided to the Participant immediately prior to his or her
Termination Date. The benefits provided in this Section 4.02(b) shall be no less favorable to the Participant, in terms of amounts and deductibles and costs to him or her, than the coverage provided the Participant under the plans
providing such benefits at the time Notice of Termination is given. The Employer’s obligation hereunder to provide a benefit shall terminate if the Participant obtains comparable coverage under a subsequent employer’s benefit plan. For
purposes of the preceding sentence, benefits will not be comparable during any waiting period for eligibility for such benefits or during any period during which there is a preexisting condition limitation on such benefits. The Employer also shall
pay a lump sum equal to the amount of any additional income tax payable by the Participant and attributable to the 

  

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benefits provided under this Section 4.02(b) at the time such tax is imposed upon the Participant. In the event that the Participant’s
participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, or any such coverage is discontinued or the benefits thereunder are materially reduced, the Employer
shall provide benefits to the Participant, or ensure that such benefits are provided to the Participant, that are substantially similar to those which the Participant was entitled to receive under such coverage immediately prior to the Notice of
Termination. At the end of the period of coverage set forth above, the Participant shall have the option to have assigned to him or her at no cost to the Participant and with no apportionment of prepaid premiums, any assignable insurance owned by
the Employer and relating specifically to the Participant, and the Participant shall be entitled to all health and similar benefits that are or would have been made available to the Participant under law. 
 (c) (i) Notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, or other agreement relating to
equity-type compensation that may be outstanding between the Participant and the Employer, all units, stock options, incentive stock options, performance shares, stock appreciation rights and royalty trust options (under the XTO Energy Inc. Amended
and Restated 2004 Stock Incentive Plan, as amended or any other plan or arrangement) (hereafter sometimes referred to as the “Rights”) held by the Participant immediately prior to the Change in Control, and any such Rights received by the
Participant after such Change in Control, (whether or not received in exchange for or in substitution for existing Rights), shall immediately become one hundred percent (100%) vested and exercisable, and the Participant shall become one hundred
percent (100%) vested in all shares of restricted stock held by or for the benefit of the Participant; provided, however, that to the extent the Employer is unable to provide for such acceleration of vesting with respect to any such Rights or
shares of restricted stock, the Employer shall provide in lieu thereof a lump sum cash payment within thirty (30) days after the Participant’s Termination Date of an amount equal to the difference between the total value of such
unaccelerated Rights or shares of restricted stock (the “Stock Rights”) as of the Participant’s Termination Date and the total value of the Stock Rights in which the Participant is vested as of the date of his or her Termination Date.
The value of such accelerated vesting in the Participant’s Stock Rights shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board; any such Stock Rights which are not in
existence on the Participant’s Termination Date shall be valued as of the date of the Change in Control. 
 (ii)
Notwithstanding any provision to the contrary in any option agreement that may be outstanding between the Participant and the Employer, the Participant’s right to exercise any previously unexercised options under any such option agreement shall
not terminate until the latest date on which the option granted under such agreement would expire under the terms of such agreement but for the Participant’s termination of employment. However, with respect to any option (or portion of an
option) for which either (i) the Employer is unable to provide for the extension of the expiration date as provided in the preceding sentence for any reason, or (ii) providing for the extension of the expiration date as provided in the
preceding sentence would cause an option (or a portion of an option) to be subject to Section 409A of the Code, then the expiration date of such option (or portion of an option) shall not be extended beyond the time it would otherwise terminate
according to its terms, and the Employer shall make a lump sum cash payment to the Participant within thirty (30) days after the Participant’s Termination Date of an amount equal to the value, as of the Participant’s Termination Date,
of the extension of the expiration date for all options (or portions of options) which cannot be so extended. Such value of such extension of exercisability shall be determined by the Board in good faith based on a valuation performed by an
independent consultant selected by the Board. Notwithstanding the foregoing, if, in accordance with the foregoing, an incentive stock option held by the Participant may be extended without causing application of Section 409A of the Code, the


  

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extension of the right to exercise such options under this Section 4.02(c)(ii) shall only be applicable if the Participant does not exercise such
option within three (3) months after the Participant’s Termination Date, and, in that event, such options shall immediately convert to nonqualified stock options. 
 (d) A Participant who is entitled to severance benefits under an employment agreement with the Employer may elect, in writing within ten
(10) days after his or her Termination Date, to receive the severance benefits provided under this Section 4.02 in lieu of, but not in addition to, such other severance benefits as may be provided by such other agreement. In the
event that no election is made, the Participant shall forego his or her right to receive the severance benefits provided under this Section 4.02. In the event a Participant’s election (or right to make an election) under this
Section 4.02(d) would result in a violation of Section 409A of the Code and as a result the Participant would be subject to the taxes described in Section 409A(a)(1) of the Code, the Participant shall not be entitled to make an
election and the Participant shall forego his or her right to receive the severance benefits provided under this Section 4.02. 
 Section 4.03 Limitations on Payments. 
 (a) Anything in this Article IV to the contrary
notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by the Company and/or the Employer to or for the benefit of the Participant (whether paid or payable or distributed or distributable or
provided pursuant to the terms hereof or otherwise) would constitute a “parachute payment” as defined in Section 280G of the Code, then the lump sum severance payment payable pursuant to Section 4.02(a) shall be reduced so
that the aggregate present value of all payments in the nature of compensation to (or for the benefit of) the Participant which are contingent on a change of control (as defined in Section 280G(b)(2)(A) of the Code) is One Dollar ($1.00) less
than the amount which the Participant could receive without being considered to have received any parachute payment (the amount of this reduction in the lump sum severance payment is referred to herein as the “Excess Amount”). The
determination of the amount of any reduction required by this Section 4.03 shall be made by an independent accounting firm (other than the Company’s independent accounting firm) selected by the Company and acceptable to the
Participant, and such determination shall be conclusive and binding on the Company, the Employer and the Participant. 
 (b)
Notwithstanding the provisions of Section 4.03(a), if it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, that an Excess Amount was
received by the Participant from the Company, then such Excess Amount shall be deemed for all purposes to be a loan to the Participant made on the date the Participant received the Excess Amount and the Participant shall repay the Excess Amount to
the Company on demand (but no less than ten (10) days after written demand is received by the Participant) together with interest on the Excess Amount at the “applicable Federal rate” (as defined in Section 1274(d) of the Code)
from the date of the Participant’s receipt of such Excess Amount until the date of such repayment. 
 Section 4.04 Mitigation or
Set-off of Amounts Payable Hereunder. The Participant shall not be required to mitigate the amount of any payment provided for in this Article IV by seeking other employment or otherwise, and except at otherwise provided in
Section 4.02(b), nor shall the amount of any payment provided for in this Article IV be reduced by any compensation earned by the Participant as the result of employment by another employer after the Termination Date, or
otherwise. The Employer’s obligations hereunder also shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Employer may have against the Participant. 
  

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 Section 4.05 Company Guarantee of Severance Benefit. In the event a Participant becomes entitled
to receive from the Employer a Severance Benefit under Section 4.01 above and such Employer fails to pay such Severance Benefit, the Company shall assume the obligation of such Employer to pay such Severance Benefit. In consideration of
the Company’s assumption of the obligation to pay such Severance Benefit provided under this Plan, the Company (as the source of payment of benefits under the Plan) shall be subrogated to any recovery (irrespective of whether there is recovery
from the third party of the full amount of all claims against the third party) or right to recovery of either a Participant or his or her legal representative against the Employer or any other person or entity. The Participant or his or her legal
representative shall cooperate in doing what is reasonably necessary to assist the Company in exercising such rights, including but not limited to notifying the Company of the institution of any claim for such Severance Benefits, and notifying the
defendant of the Company’s subrogation rights. Neither the Participant nor his or her legal representative shall do anything after a loss to prejudice such rights. 
 In its sole discretion, the Company reserves the right to prosecute an action in the name of the Participant or his or her legal representative against any party potentially liable to the Participant for such
Severance Benefits. The Company shall have the absolute discretion to settle subrogation claims on any basis it deems warranted and appropriate under the circumstances. 
 The Company shall be entitled, to the extent of any payments made to or on behalf of a Participant, to be paid first from the proceeds of any settlement or judgment that may result from the exercise of any rights of
recovery asserted by or on behalf of a Participant or his or her legal representative against any party liable for such Severance Benefits. The Company shall be reimbursed by the Participant or his or her legal representative an amount of money
equal to all sums paid by the Employer under the Plan to or on behalf of the Participant. If the Company prosecuted such action, it shall be entitled to reimbursement for all attorneys’ fees, costs and expenses incurred in such prosecution. The
right is also hereby given the Company to receive directly from the Employer or any third party(ies), attorney(s) or insurance company(ies) an amount equal to the amount paid to the Participant. 
 Section 4.06 Section 409A of the Code; Delay of Payments. The terms of this Plan have been designed to comply with the requirements of
Section 409A of the Code, as amended, where applicable, and shall be interpreted and administered in a manner consistent with such intent. Notwithstanding anything to the contrary in this Plan, (i) if upon the Participant’s
Termination Date, the Participant is a “specified employee” within the meaning of Section 409A of the Code, and the deferral of any amounts otherwise payable under this Plan as a result of the Participant’s termination of
employment is necessary in order to prevent any accelerated or additional tax to the Participant under Section 409A of the Code, then the Employer will delay the payment of any such amounts hereunder until the date that is six (6) months
following the Participant’s Termination Date at which time any such delayed amounts will be paid to the Participant in a single lump sum, with interest from the date otherwise payable, at the prime rate as published in The Wall Street Journal
on the Participant’s Termination Date, and (ii) if any other payments of money or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such
payments or other benefits shall be delayed if such delay will make such payment or other benefits compliant under Section 409A of the Code. 
 ARTICLE V. 
 TERMINATION OF EMPLOYMENT 
 Section 5.01 Written Notice Required. Any purported termination of employment, either by the Employer or by the Participant, shall be communicated by written Notice of Termination to the other. 
  

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 Section 5.02 Termination Date. In the case of the Participant’s death, the Participant’s
Termination Date shall be his or her date of death. In all other cases, the Participant’s Termination Date shall be the date specified in the Notice of Termination subject to the following: 
 (a) If the Participant’s employment is terminated by the Employer for Cause, the date specified in the Notice of Termination shall be
at least thirty (30) days from the date the Notice of Termination is given to the Participant; and 
 (b) If the
Participant terminates his or her employment for Good Reason: (i) the Notice of Termination shall be given to the Employer within thirty (30) days after the occurrence of the event or condition on which the Participant may terminate his or
her employment for Good Reason; and (ii) the date specified in the Notice of Termination shall not be more than sixty (60) days from the date the Notice of Termination is given to the Employer; provided, however, the Employer may in its
discretion amend the date specified in such Notice of Termination to an earlier date. 
 ARTICLE VI. 
 SUCCESSORS TO COMPANY 
 Section 6.01
Successors. This Plan shall bind any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, in the same manner and to the same extent
that the Company would be obligated under this Plan if no succession had taken place. In the case of any transaction in which a successor would not, by the foregoing provision or by operation of law, be bound by this Plan, the Company shall require
such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken
place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach hereof and shall entitle the Participant to compensation from the Company in the same amount and on the same terms as the
Participant would be entitled hereunder if the Participant terminated his or her employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the
Termination Date. As used herein, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this
Section 6.01 or which otherwise becomes bound by all the terms and provisions hereof by operation of law. 
 ARTICLE VII.

 DURATION, AMENDMENT AND PLAN TERMINATION 
 Section 7.01 Duration. This Plan shall continue in effect until terminated in accordance with Section 7.02. If a Change in Control occurs, this Plan shall continue in full force and effect, and
shall not terminate or expire, until after all Participants who have become entitled to a Severance Benefit hereunder shall have received all of such benefits in full. 
 Section 7.02 Amendment and Termination. The Plan may be terminated or amended in any respect by resolution adopted by two-thirds (2/3) of the Board; provided, however, that except to the extent necessary
to prevent the current taxation of a Participant under Section 409A of the Code and any guidance issued thereunder as so determined by two-thirds (2/3) of the Board in its sole discretion, no such amendment or termination of the Plan may
be made if such amendment or termination would adversely affect any right of a Participant who became a Participant prior to the later of (a) the date of adoption of any such amendment or termination, or (b) the effective date of any such
amendment or termination. The Plan shall not be subject to amendment, change, substitution, deletion, revocation, or, except as provided in Section 7.01 above, 

  

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termination in any respect whatsoever following a Change in Control; provided, however, that the Board may amend, change, substitute, delete, revoke or
otherwise modify the terms of this Plan if the Board determines, in its sole discretion, that such amendment, change, substitution, deletion, revocation or modification is necessary for purposes of compliance with or exemption from the requirements
of Section 409A of the Code or applicable law. 
 Section 7.03 Form of Amendment. The form of any amendment or termination of the
Plan shall be a written instrument signed by a duly authorized officer or officers of the Company, certifying that the amendment or termination has been approved by the Board. 
 Section 7.04 Adoption by Subsidiaries. Any Subsidiary of the Company may, with the approval of the Board, adopt and become an Employer under this
Plan by executing and delivering to the Company an appropriate instrument agreeing to be bound as an Employer by all of the terms of the Plan (as it may be amended from time to time) with respect to its eligible employees. The adoptive instrument
may contain such changes and amendments in the terms and provisions of the Plan as adopted by such Subsidiary as may be desired by such Subsidiary and acceptable to the Company. The adoptive instrument shall specify the effective date of such
adoption of the Plan and shall become as to such adopting Subsidiary a part of this Plan. 
 ARTICLE VIII. 
 MISCELLANEOUS 
 Section 8.01
Participant’s Legal Expenses. The Company agrees to pay, upon written demand therefor by the Participant, all legal fees and expenses which the Participant may reasonably incur as a result of any dispute or contest (regardless of the
outcome thereof) by or with the Company or the Employer, as applicable, regarding the validity or enforceability of, or liability under, any provision hereof (including as a result of any contest about the amount of any payment pursuant to
Article IV), plus in each case interest at the “applicable Federal rate” (as defined in Section 1274(d) of the Code). In any such action brought by a Participant for damages or to enforce any provisions hereof, he or she shall
be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the Company’s or the Employer’s obligations hereunder, as applicable, in his or her sole discretion. 
 Section 8.02 Employment Status. This Plan does not constitute a contract of employment or impose on the Employer any obligation to retain a
Participant as an employee, to change the status of a Participant’s employment as an Employee, or to change any employment policies of the Employer. 
 Section 8.03 Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in
full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 Section 8.04 The Participant’s Heirs, etc. This Agreement shall inure to the benefit of and be enforceable by the Participant’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Participant should die while any amounts would still be payable to him or her hereunder as if he or she had continued to live, all such amounts, unless otherwise provided herein, shall
be paid in accordance with the terms hereof to his or her designee or, if there be no such designee, to his or her estate. 
 Section 8.05
Governing Law. The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of the State of Texas. 
  

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 Section 8.06 Choice of Forum. A Participant shall be entitled to enforce the provisions of this
Plan in any state or Federal court located in the State of Texas, in addition to any other appropriate forum. 
 Section 8.07 Notice.
For the purposes hereof, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (i) when hand delivered or (ii) five (5) days after being mailed by United States
registered or certified mail, return receipt requested, postage prepaid, addressed to the Company at its principal place of business and to the Participant at his or her address as shown on the records of the Company, provided that all notices to
the Company shall be directed to the attention of the Chief Executive Officer of the Company with a copy to the General Counsel of the Company, or to such other in writing in accordance herewith, except that notices of change of address shall be
effective only upon receipt. 
 Section 8.08 Withholding. All amounts paid under this Plan shall be paid less all applicable
state and Federal tax withholdings and any other withholdings required by any applicable jurisdiction. 
 IN WITNESS WHEREOF, XTO Energy Inc.
has caused these presents to be executed by its duly authorized officer on the 15th day of August, 2006. 

 

			
	 XTO ENERGY INC.

		
	 By:
	 	 /s/ VAUGHN O. VENNERBERG II

	 Name:
	 	 Vaughn O. Vennerberg II

	 Title:
	 	 Senior Executive Vice President & Chief of Staff



  

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