0001193125-12-004256 Sample Contracts

TAX SHARING AGREEMENT
Tax Sharing Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma

This Tax Sharing Agreement (the “Agreement”) is entered into as of December 30, 2011, by and between The Williams Companies, Inc., a Delaware corporation (“Williams”), and WPX Energy, Inc., a Delaware corporation (“WPX”) (collectively, the “parties”).

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WPX ENERGY, INC. FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT (CEO)
Change in Control Severance Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma

THIS AGREEMENT dated as of , 20 (the “Agreement Date”) is made by and between WPX Energy, Inc., a corporation incorporated under the laws of the State of Delaware (“WPX”, together with its subsidiaries, affiliates and successors thereto ) and [INSERT EXECUTIVE NAME] (“Executive”).

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EMPLOYEE MATTERS AGREEMENT by and between THE WILLIAMS COMPANIES, INC. and WPX ENERGY, INC. Dated as of December 30, 2011
Employee Matters Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas

EMPLOYEE MATTERS AGREEMENT, dated as of December 30, 2011 (the “Employee Matters Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”), which Employee Matters Agreement shall become effective at the same time as the Separation Agreement (as defined below).

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SEPARATION AND DISTRIBUTION AGREEMENT by and between THE WILLIAMS COMPANIES, INC., and WPX ENERGY, INC. Dated as of December 30, 2011
Separation and Distribution Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 30, 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).

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TRANSITION SERVICES AGREEMENT between THE WILLIAMS COMPANIES, INC. and WPX ENERGY, INC. Dated as of December 30, 2011
Transition Services Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas

TRANSITION SERVICES AGREEMENT, dated as of December 30, 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).

Sample 1
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