0001193125-14-178447 Sample Contracts

TO: Richard E. Muncrief FROM: William G. Lowrie SUBJECT: 2014 Restricted Stock Unit Award
Restricted Stock Unit Award • May 2nd, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas

You have been selected to receive a restricted stock unit award. This award, which is subject to adjustment under the 2014 Restricted Stock Unit Agreement (the “Agreement”), is granted to you in recognition of your role as a key employee whose responsibilities and performance are critical to the attainment of long-term goals. This award and similar awards are made on a selective basis and are, therefore, to be kept confidential. It is granted and subject to the terms and conditions of the WPX Energy, Inc. 2013 Incentive Plan, as amended and restated from time to time, and the Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma

This Employment Agreement (this “Agreement”) is entered into as of April 29, 2014 by and between WPX Energy, Inc. (the “Company”) and Richard E. Muncrief (the “Executive”).

WPX ENERGY, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENT
Performance-Based Restricted Stock Unit Inducement Award Agreement • May 2nd, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas • Delaware

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENT and Appendices A and B attached hereto (this “Agreement”), contains the terms and conditions for the Restricted Stock Units (“Restricted Stock Units” or “RSUs”), is by and between WPX ENERGY, INC., a Delaware corporation (the “Company”) and the individual identified on the last page hereof (the “Participant”).

WPX ENERGY, INC. TIME-BASED RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENT
Time-Based Restricted Stock Unit Inducement Award Agreement • May 2nd, 2014 • WPX Energy, Inc. • Crude petroleum & natural gas • Delaware

THIS TIME-BASED RESTRICTED STOCK UNIT INDUCEMENT AWARD AGREEMENT and Appendices A and B attached hereto (this “Agreement”), which contains the terms and conditions for the Restricted Stock Units (“Restricted Stock Units” or “RSUs”), is by and between WPX ENERGY, INC., a Delaware corporation (the “Company”) and the individual identified on the last page hereof (the “Participant”).

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