exv10w2



 





Exhibit 10.2




Form of Amendment to Nonstatutory Stock Option Agreement

related to the June 2006 Options




     In accordance with Instruction 2 to Item 601 of Regulation S-K, the Amendments to Nonstatutory
Stock Option Agreements signed by the Executive Officers are substantially identical in all
material respects except as to the parties thereto and the number of shares of common stock subject
to the original June 2006 Option award agreement. The following sets forth the material details of
each Amendment to Nonstatutory Stock Option Agreement that differs from the form of Amendment to
Nonstatutory Stock Option Agreement filed herewith:



	 	 	 	 	 
	 	 	Number of Shares of
	 	 	Common Stock Subject to
	 	 	the Original June 2006
	Name of Executive Officer	 	Option Award Agreement1
	Timothy A. Leach
	 	 	62,500	 
	Steven L. Beal
	 	 	62,500	 
	Curt F. Kamradt
	 	 	75,000	 
	David W. Copeland
	 	 	75,000	 
	E. Joseph Wright
	 	 	75,000	 
	David M. Thomas III
	 	 	100,000	 








 




			
	1	 	After giving effect to a reverse stock split on August
3, 2007.





 









 




(6/12/06 Options)



AMENDMENT TO

NONSTATUTORY STOCK OPTION AGREEMENT




     This Amendment to Nonstatutory Stock Option Agreement (this “Amendment”) is entered into
effective as of November 16, 2007 (the “Effective Date”), by and between Concho Resources Inc., a
Delaware corporation (the “Company”), and                                          (“Employee”).



W I T N E S S E T H:




     WHEREAS, the Company and Employee have heretofore entered into that certain Nonstatutory Stock
Option Agreement dated June 12, 2006 (the “Stock Option Agreement”) pursuant to which employee was
granted an option (the “Option”) to purchase shares of the common stock of the Company, par value
$.001 per share (“Common Stock”), on the terms and conditions set forth in the Stock Option
Agreement and the Concho Resources Inc. 2006 Stock Incentive Plan; and



     WHEREAS, the Stock Option Agreement originally covered                      shares at an exercise
price of $6.00 per share, but those amounts were adjusted on August 3, 2007, in connection with a
reverse stock split so that the Stock Option Agreement covers, as of the Effective Date,                     
shares at an exercise price of $12.00 per share; and



     WHEREAS, the Company has determined that the fair market value of a share of Common Stock on
the date of grant of the Option was $7.70 (which amount would be adjusted to $15.40 per share to
reflect the reverse stock split on August 3, 2007); and



     WHEREAS, the Company and Employee are concerned that the Option could be subject to the
provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), because
the original exercise price per share under the Option was less than the fair market value of a
share of Common Stock on the date of grant of the Option; and



     WHEREAS, the Company and Employee wish to amend the Stock Option Agreement pursuant to the
transition relief made available under Section 3.04 of IRS Notice 2006-79 (as modified by IRS
Notice 2007-86) so that the Option will not be subject to the provisions of Section 409A of the
Code;



     NOW, THEREFORE, in consideration of the foregoing, a restricted stock award to be made by the
Company to Employee on the Effective Date, and the mutual promises contained herein, the parties,
intending to be legally bound hereby, agree as follows, effective as of the Effective Date:



     1. The Stock Option Agreement is hereby amended be deleting paragraph 2 of the Stock Option
Agreement and substituting the following therefor:




     “2. Purchase Price. The purchase price of Stock purchased pursuant to
the exercise of this Option shall be $15.40 per share. For all purposes of this
Agreement, Fair Market Value of Stock shall be determined in accordance with
the provisions of the Plan.”



 









 





     2. (a) Employee represents and warrants to the Company that: (i) this Amendment and the terms
of this Amendment have been freely made and without duress after having consulted with
professionals of Employee’s choice; (ii) as of the Effective Date, Employee is the lawful owner of,
and has good title to, the Option; (iii) the Option is free and clear of all liens, encumbrances,
and adverse claims; (iv) Employee has not heretofore assigned, transferred, sold, delivered,
mortgaged, pledged, granted options or rights to purchase, or encumbered the Option; (v) Employee
has the right, power, and authority to enter into this Amendment; and (vi) this Amendment has been
duly executed by, and constitutes a legal, valid, binding and enforceable obligation of, Employee.



     (b) Employee acknowledges and agrees that Employee is not relying upon any written or oral
statement or representation of the Company, its affiliates, or any of their respective officers,
directors, shareholders, agents, attorneys, or successors, or any failure of such individual or
entity to disclose information, or any written or oral statements or representations or failure to
disclose information by any representative or agent of such individual or entity. Employee
acknowledges and agrees that in deciding to enter into this Amendment, Employee is relying on his
or her own judgment and the judgment of the professionals of Employee’s choice with whom Employee
has consulted.



     3. As amended hereby, the Stock Option Agreement is specifically ratified and reaffirmed.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed by an officer
thereunto duly authorized, and Employee has executed this Amendment, as of the 16th day of
November, 2007, effective as of the Effective Date.



	 	 	 	 	 
	 	CONCHO RESOURCES INC.

 	 
	 	By:  	 	 
	 	 	Name:  	A. Wellford Tabor 	 
	 	 	Title:  	Chairman, Compensation Committee 	 
	 



	 	 	 	 	 
	 

	 	EMPLOYEE	 	 
	 
	 
	 
	 	 	 	 
	 

	 	 

	 

	 







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