FIRST AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT
FIRST
AMENDMENT TO
This
First Amendment to Change of Control Severance Agreement (this “Amendment”)
is by
and between Newfield Exploration Company, a Delaware corporation (the
“Company”),
and
__________ (“Executive”)
and is
made and entered into effective as of February 14, 2006.
WHEREAS,
the
Company and Executive are parties to that certain Change of Control Severance
Agreement dated as of February 17, 2005 (the
“Agreement”);
and
WHEREAS,
the
Company and Executive desire to amend the Agreement;
NOW,
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Executive hereby agree as follows:
1.
Section
3B of the Agreement shall be deleted and the following shall be substituted
therefor:
Except
to
the extent specifically set forth in a grant agreement under any employee stock
incentive plan of the Company, 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.
2.
As
amended hereby, the Agreement is specifically ratified and
reaffirmed.
IN
WITNESS WHEREOF,
the
Company and Executive have executed this Amendment as of the date written
above.
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NEWFIELD
EXPLORATION COMPANY
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By:
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Name:
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Title:
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EXECUTIVE
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