exv10w11



 






EXHIBIT 10.11




CHANGE OF CONTROL SEVERANCE AGREEMENT




      This Change of Control Severance Agreement (this “Agreement”) between Newfield Exploration
Company, a Delaware corporation (the “Company”), and ___(the “Executive”) is made
and entered into effective as of February 17, 2005 (the “Effective Date”).



      WHEREAS, Executive is a key executive of the Company; and



      WHEREAS, it is in the best interest of the Company and its stockholders if key executives can
approach material business development decisions objectively and without concern for their personal
situation; and



      WHEREAS, the Company recognizes that the possibility of a Change of Control (as defined below)
of the Company may result in the early departure of key executives to the detriment of the Company
and its stockholders; and



      WHEREAS, the Newfield Exploration Company 2003 Incentive Compensation Plan has been amended
and restated by the Company as the Newfield Exploration Company Amended and Restated 2003 Incentive
Compensation Plan (the “ICP”) to provide that such plan will terminate upon a change of control;
and



      WHEREAS, the ICP is a material part of Executive’s overall compensation with the Company and
this Agreement is intended, in part, to recognize the potentially adverse affect of the termination
of the ICP on Executive’s overall compensation following a change of control; and



      WHEREAS, the Board of Directors of the Company (the “Board”) has authorized and directed the
Company to enter into this Agreement in order to help retain and motivate key management and to
help ensure continuity of key management;



      NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Executive agree as follows:




	 	1.  	Term of Agreement.






	 	A.  	The term of this Agreement (the “Term”) shall commence on the
Effective Date and shall continue in effect through the second anniversary of
the Effective Date; provided, however, commencing on the first day following
the Effective Date and on each day thereafter, the Term of this Agreement shall
automatically be extended for one additional day unless the Board shall give
written notice to Executive that the Term shall cease to be so extended in
which event the Agreement shall terminate on the second anniversary of the date
such notice is given.
	 
	 	B.  	Notwithstanding anything in this Agreement to the contrary, if
a Change of Control occurs during the Term of this Agreement, the Term shall
automatically be extended for the 24-month period following the date of the
Change of Control; provided, however, that in no event shall such





 








 








	 	   	extension
of the Term expire prior to the end of the 30-day period described in
Section 2D below, if applicable.
	 
	 	C.  	Termination of this Agreement shall not alter or impair any
rights of Executive arising hereunder on or before such termination.






	 	2.  	Certain Definitions.






	 	A.  	“Bonus” shall mean an amount equal to one-half of the
total of all cash bonuses (whether paid or deferred) awarded to Executive by
the Company with respect to (i) the two most recent calendar years ending prior
to Executive’s termination of employment or (ii) if greater, the two most
recent calendar years ending prior to the Change of Control.
	 
	 	B.  	“Cause” shall mean:






	 	(i)  	the willful and continued failure by Executive
to substantially perform Executive’s duties with the Company (other
than any such failure resulting from Executive’s incapacity due to
physical or mental illness);
	 
	 	(ii)  	Executive’s conviction of or plea of nolo
contendre to a felony or a misdemeanor involving moral turpitude;
	 
	 	(iii)  	Executive willfully engages in gross
misconduct materially and demonstrably injurious to the Company;
	 
	 	(iv)  	Executive’s material violation of any material
policy of the Company; or
	 
	 	(v)  	Executive’s having been the subject of any
order, judicial or administrative, obtained or issued by the Securities
and Exchange Commission, for any securities violation involving fraud.






For purposes of clause (i) of this definition, no act, or failure to act, on
Executive’s part shall be deemed “willful” unless done, or omitted to be
done, by Executive not in good faith and without reasonable belief that
Executive’s act, or failure to act, was in the best interest of the Company.
The determination of whether Cause exists must be made by a resolution duly
adopted by the affirmative vote of a majority of the entire membership of
the Board at a meeting of the Board that was called for the purpose of
considering such termination (after 10 days’ notice to Executive and an
opportunity for Executive, together with Executive’s counsel, to be heard
before the Board and, if possible, to cure the breach that was the alleged
basis for Cause prior to the meeting of the Board) finding that, in the good
faith opinion of the Board, Executive was guilty
of conduct constituting Cause and specifying the particulars thereof in
detail.




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	 	C.  	“Change of Control” shall mean the occurrence of any of
the following:






	 	(i)  	the Company is not the surviving Person (as
such term is defined below) in any merger, consolidation or other
reorganization (or survives only as a subsidiary of another Person);
	 
	 	(ii)  	the consummation of a merger or consolidation
of the Company with another Person pursuant to which less than 50% of
the outstanding voting securities of the surviving or resulting
corporation are issued in respect of the capital stock of the Company;
	 
	 	(iii)  	the Company sells, leases or exchanges all or
substantially all of its assets to any other Person;
	 
	 	(iv)  	the Company is to be dissolved and liquidated;
	 
	 	(v)  	any Person, including a “group” as contemplated
by Section13(d)(3) of the Securities Exchange Act of 1934, acquires or
gains ownership or control (including the power to vote) of more than
50% of the outstanding shares of the Company’s voting stock (based upon
voting power); or
	 
	 	(vi)  	as a result of or in connection with a
contested election of directors, the Persons who were directors of the
Company before such election cease to constitute a majority of the
Board.






Notwithstanding the foregoing, the definition of “Change of Control” shall
not include any merger, consolidation, reorganization, sale, lease,
exchange, or similar transaction involving solely the Company and one or
more Persons that were wholly owned, directly or indirectly, by the Company
immediately prior to such event. For purposes of this definition, “Person”
shall mean any individual, partnership, corporation, limited liability
company, trust, incorporated or unincorporated organization or association
or other legal entity of any kind.




	 	D.  	“Good Reason” shall mean:






	 	(i)  	a material reduction in Executive’s authority,
duties, titles, status or responsibilities from those in effect
immediately prior to the Change of Control or the assignment to
Executive of duties or responsibilities inconsistent in any material
respect from those of Executive in effect immediately prior to the
Change of Control;
	 
	 	(ii)  	any reduction in Executive’s annual rate of
base salary;
	 
	 	(iii)  	any failure by the Company to provide
Executive with a combined total of annual base salary and annual bonus
compensation at a






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	 	   	level at least equal to the combined total of
Executive’s annual rate of base salary with the Company in effect
immediately prior to the Change of Control and one-half of the total of
all cash bonuses (whether paid or deferred) awarded to Executive by the
Company with respect to the two most recent calendar years ending prior
to the Change of Control, with a failure being deemed to have occurred
in the event that payments are made to Executive in a form other than
cash, base salary is deferred at other than Executive’s election, bonus
compensation is not awarded within two and one-half months following
the end of the calendar year to which it relates, bonus compensation is
deferred at other than Executive’s election at a rate in excess of the
average ratio of deferred bonuses to currently paid bonuses awarded to
Executive with respect to the two most recent calendar years ending
prior to the Change of Control, or bonus compensation is deferred at
other than Executive’s election in a manner that is not substantially
similar in terms of Executive’s vested rights and timing of payments to
the manner in which deferred bonuses were awarded to Executive with
respect to the two most recent calendar years ending prior to the
Change of Control;
	 
	 	(iv)  	the Company fails to obtain a written agreement
from any successor or assigns of the Company to assume and perform this
Agreement as provided in Section 6 hereof; or
	 
	 	(v)  	the relocation of the Company’s principal
executive offices by more than 50 miles from where such offices were
located immediately prior to the Change of Control or Executive is
based at any office other than the principal executive offices of the
Company, except for travel reasonably required in the performance of
Executive’s duties and reasonably consistent with Executive’s travel
prior to the Change of Control.






Unless Executive terminates his employment upon or within 30 days following
the later of an act or omission to act by the Company constituting a Good
Reason hereunder, Executive’s continued employment thereafter shall
constitute Executive’s consent to, and a waiver of Executive’s rights with
respect to, such act or failure to act. Executive’s right to terminate
Executive’s employment for Good Reason shall not be affected by Executive’s
incapacity due to physical or mental illness. Executive’s determination
that an act or failure to act constitutes Good Reason shall be presumed to
be valid unless such determination is deemed by an arbitrator to be
unreasonable and not to have been made in good faith by Executive.




	 	E.  	“Protected Period” shall mean the 24-month period
beginning on the effective date of a Change of Control; provided, however,
that in no event






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	 	   	shall such period expire prior to the end of the 30-day period
described in Section 2D above, if applicable.
	 
	 	F.  	“Release” shall mean a comprehensive release and waiver
agreement in substantially the same form as that attached hereto as Exhibit A.
	 
	 	G.  	“Termination Base Salary” shall mean Executive’s annual
base salary with the Company at the rate in effect immediately prior to the
Change of Control or, if a greater amount, Executive’s annual base salary at
the rate in effect at any time thereafter.





Change of Control Severance Benefits





	 	3.  	Severance Benefits. If (a) Executive terminates his employment with the
Company during the Protected Period for a Good Reason event or (b) the Company
terminates Executive’s employment during the Protected Period other than (i) for Cause
or (ii) due to Executive’s inability to perform the primary duties of his position for
at least 180 consecutive days due to a physical or mental impairment, Executive shall
receive the following compensation and benefits from the Company, provided that
Executive executes and does not revoke the Release:






	 	A.  	Within 10 business days after the date of his execution of the
Release and delivery of the same to the Company, the Company shall pay to
Executive in a lump sum, in cash, an amount equal to two times the sum of
Executive’s (i) Termination Base Salary and (ii) Bonus; provided, however, that
such payment shall not be made prior to the first business day coincident with
or next following the date that is six months following Executive’s termination
of employment with the Company if earlier payment would be subject to the
additional tax imposed by Section 409A(a)(1)(B) of the Internal Revenue Code of
1986.
	 
	 	B.  	Notwithstanding anything in any Company employee stock
incentive plan or any grant agreement thereunder to the contrary, as of the
date of Executive’s termination of employment (i) all restricted shares of
Company stock of Executive (whether granted before or after the Effective Date)
shall become 100% vested and all restrictions thereon shall lapse and the
Company shall promptly deliver to Executive unrestricted shares of Company
stock and (ii) each then outstanding Company stock option of Executive (whether
granted before or after the Effective Date) shall become 100% exercisable.
	 
	 	C.  	For the 24-month period beginning on the date of his
termination of employment (the “Continuation Period”), the Company shall
provide Executive and Executive’s eligible family members with the most
favorable medical and dental health benefits that are provided to active
executives of the Company or any of its affiliates (or any parent thereof)






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	 	   	during the Continuation Period, provided Executive pays a monthly premium
for such coverage equal to the monthly premium charged to such active
executives for such coverage. Notwithstanding the foregoing, if Executive
receives medical and dental benefits under another employer’s group health
plans during this Continuation Period, the Company’s obligations under this
Section C shall be reduced to the extent benefits are actually received by
Executive under such other plans during such period, and any such benefits
actually received by Executive under such other plans shall be promptly
reported by Executive to the Company. In the event Executive is ineligible
under the terms of the applicable medical and dental plans to be so covered,
or in the event the benefits to be provided to Executive under such plans
would not be excluded from Executive’s gross income, the Company shall
provide Executive with substantially equivalent coverage through other
sources that provide Executive with benefits that are not includable in
Executive’s gross income or will provide Executive with a lump sum payment
in such amount that, after all taxes on that amount, shall be equal to the
cost to Executive of Executive’s obtaining such equivalent coverage from
another source for Executive and Executive’s eligible family members. The
lump sum shall be determined on a present value basis using the interest
rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code on the
date of termination.
	 
	 	D.  	Throughout the term of the Continuation Period or until
Executive begins other full-time employment with a new employer, whichever
occurs first, Executive shall be entitled to receive ongoing outplacement
services, paid by the Company up to an aggregate cost not in excess of $30,000,
with a nationally prominent executive outplacement service firm selected by the
Company and reasonably acceptable to Executive.






For the final calendar year containing the Protected Period, in the event that the
Company fails to award Executive prorated bonus compensation with respect to the
portion of such calendar year prior to the expiration of the Protected Period in a
manner that does not constitute a failure under Section 2(D)(iii), such failure
shall be deemed to be an event that constitutes Good Reason and, if Executive
terminates his employment upon or within 30 days following such failure, then such
termination shall be deemed to be a termination of employment by Executive for Good
Reason occurring during the Protected Period and Executive’s rights to benefits
hereunder with respect to such termination shall be deemed to have arisen prior to
the expiration of the Term.




The Company may withhold from any amounts or benefits payable under this Agreement
all such taxes as it shall be required to withhold pursuant to any applicable law or
regulation.




Any payment not timely made by the Company under this Agreement shall bear interest
at the highest nonusurious rate permitted by applicable law.




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	 	4.  	Parachute Tax Gross Up.
	 
	 	   	If any payment made, or benefit provided, to or on behalf of Executive pursuant to
this Agreement or otherwise (“Payments”) results in Executive being subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor or
similar provision) (“Excise Tax”), the Company shall, as soon as administratively
practicable, pay Executive an additional amount in cash (the “Additional Payment”)
such that after payment by Executive of all taxes, including, without limitation,
any income taxes and Excise Tax imposed on the Additional Payment, Executive retains
an amount of the Additional Payment equal to the Excise Tax imposed on the Payments.
Such determinations shall be made by the Company’s independent certified public
accountants.
	 
	 	5.  	No Mitigation.
	 
	 	   	Executive shall not be required to mitigate the amount of any payment provided for
in this Agreement by seeking other employment or otherwise nor, except as provided
in Sections 3C and D, shall the amount of any payment or benefit provided for in
this Agreement be reduced as the result of employment by another employer or
self-employment, by offset against any amount claimed to be owed by Executive to the
Company or otherwise, except that any severance payments or benefits that Executive
is entitled to receive pursuant to a Company severance plan or program for employees
in general shall reduce the amount of payments and benefits otherwise payable or to
be provided to Executive under this Agreement.
	 
	 	6.  	Successor Agreement.
	 
	 	   	The Company will require 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 to assume expressly in writing on or prior to the
effective date of such succession and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if no
succession had taken place. Failure of the successor to so assume as provided
herein shall constitute a breach of this Agreement and entitle Executive to the
payments and benefits hereunder as if triggered by a termination of Executive by the
Company other than for Cause on the date of such succession.
	 
	 	7.  	Indemnity.
	 
	 	   	In any situation where under applicable law the Company has the power to indemnify,
advance expenses to and defend Executive in respect of any judgments, fines,
settlements, loss, cost or expense (including attorneys fees) of any nature related
to or arising out of Executive’s activities as an agent, employee, officer or
director of the Company or in any other capacity on behalf of or at the
request of the Company, then the Company shall promptly on written request, fully
indemnify Executive, advance expenses (including attorney’s fees) to






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	 	   	Executive and
defend Executive to the fullest extent permitted by applicable law, including but
not limited to making such findings and determinations and taking any and all such
actions as the Company may, under applicable law, be permitted to have the
discretion to take so as to effectuate such indemnification, advancement or defense.
Such agreement by the Company shall not be deemed to impair any other obligation of
the Company respecting Executive’s indemnification or defense otherwise arising out
of this or any other agreement or promise of the Company under any statute.
	 
	 	8.  	Notices.
	 
	 	   	All notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail, return
receipt requested, postage prepaid, addressed, in either case, to the Company’s
headquarters or to such other address as either party shall have furnished to the
other in writing in accordance herewith. Notices and communications shall be
effective when actually received by the addressee.
	 
	 	9.  	Arbitration.
	 
	 	   	Any dispute about the validity, interpretation, effect or alleged violation of this
Agreement (an “arbitrable dispute”) must be submitted to confidential arbitration in
Houston, Texas. Arbitration shall take place before an experienced employment
arbitrator licensed to practice law in such state and selected in accordance with
the Model Employment Arbitration Procedures of the American Arbitration Association.
Arbitration shall be the exclusive remedy of any arbitrable dispute. The Company
shall bear all fees, costs and expenses of arbitration, including its own, those of
the arbitrator and those of Executive unless the arbitrator provides otherwise with
respect to the fees, costs and expenses of Executive; in no event shall Executive be
chargeable with the fees, costs and expenses of the Company or the arbitrator.
Should any party to this Agreement pursue any arbitrable dispute by any method other
than arbitration, the other party shall be entitled to recover from the party
initiating the use of such method all damages, costs, expenses and attorneys’ fees
incurred as a result of the use of such method. Notwithstanding anything herein to
the contrary, nothing in this Agreement shall purport to waive or in any way limit
the right of any party to seek to enforce any judgment or decision on an arbitrable
dispute in a court of competent jurisdiction. Each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts in Houston, Texas, for
the purposes of any proceeding arising out of this Agreement.
	 
	 	10.  	Governing Law.
	 
	 	   	This Agreement will be governed by and construed in accordance with the laws of the
State of Texas without regard to conflicts of law principles.





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	 	11.  	Entire Agreement.
	 
	 	   	This Agreement is an integration of the parties’ agreement and no agreement or
representatives, oral or otherwise, express or implied, with respect to the subject
matter hereof have been made by either party which are not set forth expressly in
this Agreement.
	 
	 	12.  	Severability.
	 
	 	   	The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.
	 
	 	13.  	Amendment and Waivers.
	 
	 	   	No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by Executive
and such member of the Board as may be specifically authorized by the Board. No
waiver by either party hereto at any time of any breach by the other party hereto
of, or in compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
	 
	 	14.  	Rights to Value of Certain Overriding Royalty Interests.
	 
	 	   	Executive acknowledges and agrees that upon a change of control (as defined in the
ICP) (A) the ICP will terminate and (B) Executive will have no further rights with
respect to the ICP or the Newfield Employee 1993 Incentive Compensation Plan (the
“1993 Plan”) except for the right to receive payments with respect to outstanding
Deferred Awards (as defined in the ICP) and outstanding Deferred Incentive
Compensation Awards (as defined in the 1993 Plan).





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      IN WITNESS WHEREOF, the Company and Executive have executed this Agreement effective for all
purposes as of the Effective Date.



	 	 	 	 	 
	 
	 	NEWFIELD EXPLORATION COMPANY
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 
	 	EXECUTIVE
	 
	 	 	 	 
	 
	 	 






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EXHIBIT A




AGREEMENT AND RELEASE




      THIS AGREEMENT AND RELEASE is by and between [                    ] (“Executive”) and Newfield
Exploration Company (“Newfield”), a Delaware corporation, having its principal place of business in
Houston, Texas.



WITNESSETH:



1 Termination. Executive’s employment with Newfield will be terminated effective ___,                     . Executive acknowledges and agrees that he has no
authority to act for, and will not act for, Newfield in any capacity on or after the date on which
he is terminated. Executive may not execute this Agreement and Release until on or after the date
on which Executive’s employment is terminated.



2 Consideration. Within 10 business days after Executive signs and returns this
Agreement and Release, Newfield will provide Executive with the severance payment set forth in
Section 3 of that certain Change of Control Severance Agreement entered into between Executive and
Newfield (the “Severance Agreement”) which is attached hereto and made a part of this Agreement and
Release for all purposes. This Agreement and Release is entered into by Executive in return for
Newfield’s promises herein and in the Severance Agreement to provide the severance payment and
other benefits to Executive as provided in the Severance Agreement, which Executive acknowledges
and agrees to be good and sufficient consideration to which Executive is not otherwise entitled.



3 Prior Rights and Obligations. Except as herein set forth, this Agreement and
Release extinguishes all rights, if any, which Executive may have, and obligations, if any,
Newfield may have, contractual or otherwise, relating to the employment or termination of
employment of Executive with Newfield or any of the other Newfield Parties (as defined in Paragraph
7 below) including without limitation, all rights or benefits he may have under any employment
contract, incentive compensation plan, bonus plan or stock option plan with any Newfield Party.



4 Company Assets. Executive hereby represents and warrants that he has no claim or
right, title or interest in any property designated on any Newfield Party’s books as property or
assets of any of the Newfield Parties. Promptly after the effective date of his resignation,
Executive shall deliver to Newfield any such property in his possession or control, including, if
applicable and without limitation, his personal computer, cellular telephone, keys and credit cards
furnished by any Newfield Party for his use.



5 Proprietary and Confidential Information. Executive agrees and acknowledges that
the Newfield Parties have developed and own valuable “Proprietary and Confidential Information”
which constitutes valuable and unique property including, without limitation, concepts, ideas,
plans, strategies, analyses, surveys, and proprietary information related to the past, present or
anticipated business of the various Newfield Parties. Except as may be required by law, Executive
agrees that he will not at any time disclose to others, permit to be disclosed, use, permit to be
used, copy or permit to be






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copied, any such Proprietary and Confidential Information (whether or not developed by Executive)
without Newfield’s prior written consent. Except as may be required by law, Executive further
agrees to maintain in confidence any Proprietary and Confidential Information of third parties
received or of which he has knowledge as a result of his employment with Newfield or any Newfield
Party.



6 Cooperation. Executive shall cooperate with the Newfield Parties to the extent
reasonably required in all matters relating to his employment or the winding up of his pending work
on behalf of any Newfield Party and the orderly transfer of any such pending work as designated by
Newfield. This obligation of cooperation shall continue indefinitely subject to Executive’s
reasonable availability and shall include, without limitation, assisting Newfield and its counsel
in preparing and defending against any claims which may be brought against Newfield or any Newfield
Party or responding to any inquiry by any governmental agency or stock exchange. Newfield’s
requests for Executive’s cooperation as may be required from time to time shall be as commercially
reasonable and Executive agrees that he shall be commercially reasonable in providing such
cooperation, taking into account the needs of the Newfield Parties and the position he may have
with another employer at the time such cooperation is required. Executive shall take such further
action and execute such further documents as may be reasonably necessary or appropriate in order to
carry out the provisions and purposes of this Agreement and Release.



7 Newfield Parties. Executive agrees that Newfield, its parent, sister, affiliated
and subsidiary companies, past and present, and their respective employees, officers, directors,
stockholders, agents, representatives, partners, predecessors and successors, past or present, and
all benefit plans sponsored by any of them, past or present, shall be defined collectively,
including Newfield, as the “Newfield Parties” and each of them, corporate or individual,
individually as a “Newfield Party.”



8 Executive’s Warranty and Representation. Executive represents, warrants and agrees
that he has not filed any claims, appeals, complaints, charges or lawsuits against any of the
Newfield Parties with any governmental agency or court. Executive also represents, warrants and
agrees that, except as prohibited by law, he will not file or permit to be filed or accept benefit
from any claim, complaint or petition filed with any court by him or on his behalf at any time
hereafter; provided, however, this shall not limit Executive from filing a Demand for Arbitration
for the sole purpose of enforcing his rights under this Agreement and Release. Further, Executive
represents and warrants that no other person or entity has any interest or assignment of any claims
or causes of action, if any, he may have against any Newfield Party, which have been satisfied
fully by this Agreement and Release and which he now releases in their entirety, and that he has
not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands,
obligations, or causes of action referred to in this Agreement and Release, and that he has the
sole right and exclusive authority to execute this Agreement and Release and receive the
consideration provided.



9 Release. Executive agrees to release, acquit and discharge and does hereby release,
acquit and discharge the Newfield Parties, individually and collectively, from any






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and all claims and from any and all causes of action against any of the Newfield Parties, of any
kind or character, whether now known or not known, he may have against any such Newfield Party
including, but not limited to, any claim for salary, benefits, expenses, costs, damages,
compensation, remuneration or wages; and all claims or causes of action arising from his
employment, termination of employment, or any alleged discriminatory employment practices,
including but not limited to any and all claims or causes of action arising under the Age
Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq, Title VII of the Civil Rights
Act of 1964, as amended, the Americans With Disabilities Act, 42 U.S.C. § 1981, the Employee
Retirement Income Security Act, the Family and Medical Leave Act, the Texas Commission on Human
Rights Act, and any other federal, state or local laws, whether statutory or common, contract or
tort. This release also applies to any claims brought by any person or agency or class action
under which Executive may have a right or benefit.



10 No Admissions. Executive expressly understands and agrees that the terms of this
Agreement and Release are contractual and not merely recitals and that this Agreement and Release
does not constitute evidence of unlawful conduct or wrongdoing by Newfield. By his execution of
this Agreement and Release, Executive acknowledges and agrees that (i) he knows of no act, event,
or omission by any Newfield Party which is unlawful or violates any law, governmental rule or
regulation, or any rule or regulation of any stock exchange, (ii) he has not committed, during his
employment with Newfield or any Newfield Party, any act which is unlawful or which violates any
governmental rule or regulation or any rule or regulation of any stock exchange, (iii) he has not
requested any Newfield Party to commit any unlawful act or violate any governmental rule or
regulation or any rule or regulation of any stock exchange, and (iv) neither he nor any other
person employed by or contracting with any Newfield Party has been subjected to any adverse action
because any such person refused to commit any unlawful act or violate any governmental rule or
regulation or any rule or regulation of any stock exchange.



11 Enforcement of Agreement and Release. No waiver or non-action with respect to any
breach by the other party of any provision of this Agreement and Release, nor the waiver or
non-action with respect to any breach of the provisions of similar agreements with other employees
shall be construed to be a waiver of any succeeding breach of such provision, or as a waiver of the
provision itself. Should any provisions hereof be held to be invalid or wholly or partially
unenforceable, such provisions shall be revised and reduced in scope so as to be valid and
enforceable.



12 Choice of Law. This Agreement and Release shall be governed by and construed and
enforced, in all respects, in accordance with the law of the State of Texas without regard to the
principles of conflict of law except as preempted by federal law.



13 Merger. This Agreement and Release supersedes, replaces and merges all previous
agreements and discussions relating to the same or similar subject matters between Executive and
Newfield and constitutes the entire agreement between Executive and Newfield with respect to the
subject matter of this Agreement and Release. This Agreement and Release may not be changed or
terminated orally, and no change,






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termination or waiver of this Agreement and Release or any of the provisions herein contained shall
be binding unless made in writing and signed by all parties, and in the case of Newfield, by an
authorized officer.



14 No Derogatory Comments. Except as required by judicial process or governmental
rule or regulation, Executive shall refrain from making public or private comments relating to any
Newfield Party which are derogatory or which may tend to injure any such party in such party’s
business, public or private affairs.



15 Confidentiality. Executive agrees that he will not disclose the terms of this
Agreement and Release or the consideration received from Newfield to any other person, except his
attorney or financial advisors and only on the condition that they keep such information strictly
confidential; provided, however, that the foregoing obligation of confidence shall not apply to
information that is required to be disclosed by any applicable law, rule or regulation of any
governmental authority.



16 Rights Under the Older Worker Benefit Protection Act and the Age Discrimination and
Employment Act. Executive acknowledges and agrees:





          16.1 that he has at least forty-five days to review this Agreement and Release, along with the
demographic information attached hereto as Attachment 1;




          16.2 that he has been advised in writing to consult with an attorney regarding the terms of
this Agreement and Release prior to executing this Agreement and Release;




          16.3 that, if he executes this Agreement and Release, he has seven days following the
execution of this Agreement and Release to revoke this Agreement and Release, by submitting, in
writing, notice of such revocation to Newfield;




          16.4 that this Agreement and Release shall not become effective or enforceable until the
revocation period has expired;




          16.5 that he does not, by the terms of this Agreement and Release, waive claims or rights that
may arise after the date he executes this Agreement and Release;




          16.6 that he is receiving, pursuant to this Agreement and Release, consideration in addition
to anything of value to which he is already entitled; and




          16.7 that this Agreement and Release is written in such a manner that he understands his
rights and obligations.


17 Agreement and Release Voluntary. Executive acknowledges and agrees that he has
carefully read this Agreement and Release and understands that it is a release of all claims, known
and unknown, past or present including all claims under the Age Discrimination in Employment Act.
He further agrees that he has entered into this Agreement and Release for the above stated
consideration. He warrants that he is fully competent to execute this Agreement and Release which
he understands to be contractual. He further acknowledges that he executes this Agreement and
Release of his





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own free will, after having a reasonable period of time to review, study and deliberate regarding
its meaning and effect, and after being advised to consult an attorney, and without reliance on any
representation of any kind or character not expressly set forth herein. Finally, he executes this
Agreement and Release fully knowing its effect and voluntarily for the consideration stated above.



18 Notices. Any notices required or permitted to be given under this Agreement and
Release shall be properly made if delivered in the case of Newfield to:




           Newfield Exploration Company

           363 N. Sam Houston Parkway East, Suite 2020

           Houston, Texas 77060



           Attention: Employee Relations, Personal and Confidential


and in the case of Executive to:




                                                                       
                   



                                                                        
                  



                                                                        
                  



      [SIGNATURE PAGE FOLLOWS]



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      IN WITNESS WHEREOF, the parties have caused this Agreement and Release to be executed in
multiple counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, this ___day of                     , ___, to be
effective the eighth day following execution by                      unless earlier revoked.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 
	Date
	 	EXECUTIVE
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 
	Date
	 	NEWFIELD EXPLORATION COMPANY
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	 







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