exv10w22






Exhibit 10.22






	 	 	 

	Devon Energy Corporation

	 	405 235 3611 Phone
	20 North Broadway

	 	www.devonenergy.com
	Oklahoma City, OK 73102-8260
	 	 











December ___, 2010




[INSERT NAME]

[INSERT ADDRESS]

[INSERT CITY], OK [INSERT ZIP CODE]




Re: Amendment of RSA and NQSO Agreements




Dear [INSERT NAME]:



This letter agreement memorializes our understanding with respect to the amendment of (i) the
Restricted Stock Award Agreements under (a) the Devon Energy Corporation 2009 Long-Term Incentive
Plan identified on Annex A as the 2009 RSA Agreements (the “2009 RSA Agreements”) and (b)
the Devon Energy Corporation 2005 Long-Term Incentive Plan identified on Annex A as the
2005 RSA Agreements (the “2005 RSA Agreements” and, together with the 2009 RSA Agreements, the “RSA
Agreements”) and (ii) the Nonqualified Stock Option Award Agreements under (a) the Devon Energy
Corporation 2009 Long-Term Incentive Plan identified on Annex A as the 2009 NQSO Agreements
(the “2009 NQSO Agreements”) and (b) the Devon Energy Corporation 2005 Long-Term Incentive Plan
identified on Annex A as the 2005 NQSO Agreements (the “2005 NQSO Agreements” and, together
with the 2009 NQSO Agreements, the “NQSO Agreements”), in each case between you and Devon Energy
Corporation.



Each RSA Agreement is hereby amended to insert the following at the end of Section 3(b)(iv):





“If (i) the Participant is Post-Retirement Eligible, (ii) the death of the Participant
occurs following the Date of Termination, and (iii) no Non-Compliance Event has occurred
prior to the date of the Participant’s death, then any percentages of installments of
Restricted Stock that remain unvested on the date of the Participant’s death but in which
the Participant was eligible to vest pursuant to this Section 3(b)(iv) shall become fully
vested upon the Participant’s death.”


Each NQSO Agreement is hereby amended to insert the following at the end of Section 2(e) (in the
case of the 2009 NQSO Agreements) and Section 3(d) (in the case of the 2005 NQSO Agreements):





“If (i) the Participant is Post-Retirement Eligible, (ii) the death of the Participant
occurs following the Date of Termination, and (iii) no Non-Compliance Event has occurred
prior to the date of the Participant’s death, then any percentages of installments of the
Covered Shares of the Stock Option that remain unvested on the date of the Participant’s
death but in which the Participant was eligible to vest



 









 







pursuant to this [Section 2(e)]1 [Section 3(d)]2 shall become fully
vested and exercisable upon the Participant’s death.”


Each NQSO Agreement is hereby amended to (i) insert a new subsection (g) in Section 4 as set forth
below, (ii) re-letter the existing subsection (g) as subsection (h) and (iii) insert a reference to
subsection (g) as an addition to the list of cross-referenced subsections in re-lettered subsection
(h):





     “(g) If (i) the Participant is Post-Retirement Eligible, (ii) the death of the
Participant occurs following the Date of Termination, (iii) there are percentages of
installments of the Covered Shares of the Stock Option that remain unvested as of the date
of the Participant’s death but in which the Participant was eligible to vest pursuant to
Section 2(e), and (iv) no Non-Compliance Event has occurred prior to the date of the
Participant’s death, the three-year anniversary of the date of the Participant’s death.”



Sincerely,




DEVON ENERGY CORPORATION




Frank W. Rudolph

Executive Vice President, Human Resources




Acknowledged and agreed to:




_______________________

[INSERT NAME]




______________________

Date Signed






 




			
	1	 	Language inserted in 2009 NQSO Agreements
	 
	2	 	Language inserted in 2005 NQSO Agreements




 










 










ANNEX A



2009 RSA Agreements:



[Insert]



2005 RSA Agreements:



[Insert]



2009 NQSO Agreements:



[Insert]



2005 NQSO Agreements:



[Insert]