NEWFIELD EXPLORATION COMPANY 2007 TSR RESTRICTED STOCK AGREEMENT
Exhibit 10.2
THIS 2007 TSR RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of February 14, 2007
and is by and between Newfield Exploration Company (the “Company”) and
(“Employee”).
1. GRANT.
(a) Restricted Shares. Pursuant to the Newfield Exploration Company 2004 Omnibus Stock Plan
(as amended from time to time, the “Plan”) (i) shares (the “Base Restricted Shares”) of
Common Stock (as defined in the Plan) and (ii) shares (the “Bonus Restricted Shares” and,
together with the Base Restricted Shares, the “Restricted Shares”) of Common Stock shall be issued
in Employee’s name. All of the Restricted Shares shall be subject to the Forfeiture Restrictions
(as defined below).
(b) Plan Incorporated. Employee acknowledges receipt of a copy of the Plan and agrees that
the issuance of the Restricted Shares pursuant to this Agreement shall be subject to all of the
terms and conditions of the Plan, which terms and conditions are incorporated herein for all
purposes. Capitalized terms used but not defined in this Agreement shall have the meanings
ascribed to such terms in the Plan.
2. DEFINITIONS.
(a) “Change of Control Bonus Shares” means the percentage of the Bonus Restricted Shares
corresponding to the highest TSR Rank that would have been achieved pursuant to Section 3(c) of
this Agreement if the Measurement Period had ended on the day immediately prior to the day on which
the relevant Change of Control occurs, rounded down to the next whole share.
(b) “Disability” means permanent and total disability within the meaning of section 22(e)(3)
of the Code.
(c) “Forfeiture Restrictions” means the prohibition on transfer of the Restricted Shares and
the obligations to forfeit the Restricted Shares to the Company as set forth in Section 3 of this
Agreement.
(d) “Initial Peer Group” means the following companies: Apache Corporation, Anadarko
Petroleum Corporation, ▇▇▇▇▇ Petroleum Company, ▇▇▇▇ ▇▇▇▇▇▇▇ Corporation, Cabot Oil & Gas
Corporation, Chesapeake Energy Corporation, Cimarex Energy Co., Denbury Resources Inc., Devon
Energy Corporation, Encana Corporation, EOG Resources, Inc., Forest Oil Corporation, ▇▇▇▇▇▇ Oil
Corporation, Nexen Inc., Noble Energy, Inc., Pioneer Natural Resources, Pogo Producing Company,
Questar Corporation, Range Resources Corporation, Southwestern Energy Company, St. ▇▇▇▇ ▇▇▇▇ &
Exploration Company, Stone Energy
Corporation, Swift Energy Company, Talisman Energy Inc., Ultra Petroleum Corp., Inc., W&T
Offshore Inc. and XTO Energy Inc.
(e) “Measurement Period” means the period beginning on March 1, 2007 and ending on February
28, 2010.
(f) “Qualified Peer Group” means (i) the Dow ▇▇▇▇▇ Industrial Average Index, (ii) the S&P 500
Index and (iii) each company included in the Initial Peer Group that has had its primary common
equity security listed or traded on a national securities exchange or the Nasdaq National Market
(or any successor thereto) throughout the Measurement Period.
(g) “Qualified Retirement” means Employee retires from employment with the Company in
accordance with the policies of the Company and, at the time of such retirement, Employee is at
least 60 years of age and has at least ten years of continuous service with the Company.
(h) “TSR Rank” means the Company’s rank from one to one plus the total number of companies and
indices comprising the Qualified Peer Group, with the Company, each such other company and each
such index together ranked from best to worst based on the Total Stockholder Return of the Company,
each such other company and each such index.
(i) “Total Stockholder Return” means the rate of return (expressed as a percentage) achieved
with respect to the Common Stock, the primary common equity security of each company in the
Qualified Peer Group and each index included in the Qualified Peer Group if (i) $100 was invested
in each such security or index on the first day of the Measurement Period based on the average
closing price of each such security or index for the 20 trading days immediately preceding such
day, (ii) if the record date for any dividend to be paid with respect to a particular security
occurs during the Measurement Period, such dividend was reinvested in such security as of the
record date for such dividend (using the closing price of such security on such record date) and
(iii) the valuation of such security or index at the end of the Measurement Period is based on the
average closing price of each such security or index for the 20 trading days immediately preceding
March 1, 2010.
3. RESTRICTIONS. Employee hereby accepts the Restricted Shares when issued and agrees
with respect thereto as follows:
(a) No Transfer. Except as specifically set forth in this Section 3 or as otherwise provided
in Paragraph X of the Plan, the Restricted Shares may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred. The Forfeiture Restrictions shall be binding upon and
enforceable against any permitted transferee of the Restricted Shares.
(b) Forfeiture. Employee (or his or her estate, as applicable) shall, for no consideration,
forfeit to the Company all Restricted Shares that, after taking into account paragraph (c) of this
Section 3, remain subject to the Forfeiture Restrictions (i) at the time of Employee’s termination
of employment with the Company and its subsidiaries for any reason (including as described in the
last sentence of Paragraph XII(b) of the Plan) other than as a result of Employee’s death,
Disability or Qualified Retirement or (ii) on March 1, 2010.
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(c) Total Stockholder Return. If not previously forfeited, on March 1, 2010, the Forfeiture
Restrictions shall lapse with respect to that percentage of the Base Restricted Shares and that
percentage of the Bonus Restricted Shares corresponding to the highest “TSR Rank” (with Top 6 being
the highest, Top 7 being the second highest, etc.) achieved, as set forth in the table below,
rounded down to the next whole share in each such case.
| Percentage of Base Restricted Shares as | Percentage of Bonus Restricted Shares | |||||||
| TSR Rank | to which Forfeiture Restrictions Lapse | as to which Forfeiture Restrictions Lapse | ||||||
Top 6 |
100 | % | 100 | % | ||||
Top 7 |
100 | % | 871/2 | % | ||||
Top 8 |
100 | % | 75 | % | ||||
Top 9 |
100 | % | 621/2 | % | ||||
Top 10 |
100 | % | 50 | % | ||||
Top 11 |
100 | % | 40 | % | ||||
Top 12 |
100 | % | 30 | % | ||||
Top 13 |
100 | % | 20 | % | ||||
Top 14 |
100 | % | 10 | % | ||||
Top 15 |
100 | % | 0 | % | ||||
Top 16 |
90 | % | 0 | % | ||||
Top 17 |
80 | % | 0 | % | ||||
Top 18 |
70 | % | 0 | % | ||||
Top 19 |
60 | % | 0 | % | ||||
Top 20 |
50 | % | 0 | % | ||||
Below 20 |
0 | % | 0 | % | ||||
(d) Change of Control. If a Change of Control occurs while any unforfeited Restricted Shares
remain subject to the Forfeiture Restrictions (i) the Forfeiture Restrictions with respect to the
Base Restricted Shares shall lapse immediately prior to such Change of Control and (ii) if such
Change of Control occurs (A) prior to March 1, 2009, Employee shall, for no consideration, forfeit
to the Company upon such Change of Control all of the Bonus Restricted Shares or (B) on or after
March 1, 2009, the Forfeiture Restrictions with respect to the Change of Control Bonus Shares shall
lapse immediately prior to such Change of Control and Employee shall, for no consideration, forfeit
to the Company upon such Change of Control all of the Bonus Restricted Shares that remain subject
to Forfeiture Restrictions at such time.
(e) Certificates. A certificate evidencing the Restricted Shares shall be issued by the
Company in Employee’s name, pursuant to which Employee shall have voting rights and receive
dividends. The certificate may bear a legend reciting or incorporating the Forfeiture Restrictions
and any other legends the Company believes are appropriate, and the Company may cause the
certificate to be delivered upon issuance to the Secretary of the Company (or such other person as
may be designated by the Committee) as a depositary for safekeeping until the Forfeiture
Restrictions lapse or forfeiture occurs pursuant to the terms of the Plan and this Agreement. At
the Company’s request, Employee shall execute and deliver a stock power, in blank, with respect to
the Restricted Shares, and the Company may exercise such stock power in the event of forfeiture.
Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall cause a new
certificate or certificates to be issued without legend in the name of Employee.
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4. COMMUNITY INTEREST OF SPOUSE. The community interest, if any, of any spouse of
Employee in any of the Restricted Shares shall be subject to all of the terms, conditions and
restrictions of this Agreement and the Plan, and shall be forfeited and surrendered to the Company
upon the occurrence of any of the events requiring Employee’s interest in such Restricted Shares to
be so forfeited and surrendered pursuant to this Agreement.
5. TAX ELECTION. If Employee makes the election authorized by section 83(b) of the
Code, Employee shall submit to the Company a copy of the statement filed by Employee to make such
election.
6. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under Employee.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an authorized
officer and Employee has executed this Agreement, all as of the date first above written.
| NEWFIELD EXPLORATION COMPANY | ||||
| By: | ||||
| ▇▇▇▇▇ ▇. ▇▇▇▇▇ President and Chief Executive Officer |
||||
| [Employee] | ||||
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