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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2008
 
NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
 
         
Delaware
(State or other jurisdiction
of incorporation) 		  1-12534
(Commission File Number) 		  72-1133047
(I.R.S. Employer
Identification No.)
363 N. Sam Houston Parkway E., Suite 2020
Houston, Texas 77060
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 847-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On February 7, 2008, each executive officer of Newfield listed in the table below was granted the stock based awards set forth opposite his or her name.
     The restricted stock units, which were granted pursuant to Newfield’s 2007 Omnibus Stock Plan, vest in three equal annual installments beginning on February 7, 2010. A portion of the units may vest earlier upon a qualifying retirement. Each of these awards is governed by a restricted stock unit agreement, the form of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
     Of the 135,000 stock options granted to David A. Trice, 72,000 were granted pursuant to Newfield’s 2000 Omnibus Stock Plan and 63,000 were granted pursuant to Newfield’s 2007 Omnibus Stock Plan. The options have an exercise price of $48.45 per share and vest in three equal annual installment beginning on February 7, 2009. In addition, the options will vest in full upon Mr. Trice’s retirement if he retires no earlier than February 15, 2010 and provides Newfield’s board of directors with at least six months prior written notice. The options are governed by a stock option agreement, the form of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
     The stock options granted to the other executive officers, which were granted pursuant to Newfield’s 2000 Omnibus Stock Plan, have an exercise price of $48.45 per share and vest in five equal annual installment beginning on February 7, 2009. The options are governed by a stock option agreement, the form of which is filed herewith as Exhibit 10.3 and is incorporated herein by reference.
     All of the restricted stock units and stock options will vest upon a Change of Control, as defined in the relevant omnibus stock plan.
                             
        Time Vested        
        Restricted Stock   Shares Underlying    
Executive Officer   Title   Units   Options   Total
David A. Trice
  Chairman, President and Chief Executive Officer     20,000       135,000       155,000  
Lee K. Boothby
  Senior Vice President — Acquisitions and Business Development     10,000       30,000       40,000  
Michael D. Van Horn
  Senior Vice President — Exploration     7,500       17,500       25,000  
Terry W. Rathert
  Senior Vice President, Chief Financial Officer and Secretary     22,500       0       22,500  
William D. Schneider
  Vice President — International     12,000       0       12,000  
George T. Dunn
  Vice President — Mid-Continent     7,000       18,000       25,000  
Gary D. Packer
  Vice President — Rocky Mountains     17,500       25,000       42,500  
John H. Jasek
  Vice President — Gulf Coast     8,000       25,000       33,000  
James T. Zernell
  Vice President — Production     8,000       17,500       25,500  
W. Mark Blumenshine
  Vice President — Land     4,000       8,000       12,000  
Mona Leigh Bernhardt
  Vice President — Human Resources     4,000       8,000       12,000  
Stephen C. Campbell
  Vice President — Investor Relations     4,000       8,000       12,000  
James J. Metcalf
  Vice President — Drilling     5,000       12,500       17,500  
John D. Marziotti
  General Counsel     4,000       8,000       12,000  
Brian L. Rickmers
  Controller and Assistant Secretary     4,000       8,000       12,000  
Susan G. Riggs
  Treasurer     3,000       6,000       9,000  
Mark J. Spicer
  Vice President — Information Technology     4,000       8,000       12,000  

 

Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1   Form of 2008 Restricted Stock Unit Agreement
 
10.2   Form of 2008 Stock Option Agreement with David A. Trice
 
10.3   Form of 2008 Stock Option Agreement

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
         
  NEWFIELD EXPLORATION COMPANY
 		  
Date: February 14, 2008  By:   /s/ TERRY W. RATHERT    
    Terry W. Rathert   
    Senior Vice President and Chief Financial Officer 
 

 

 

Exhibit Index
     
Exhibit No.   Description
 
    
10.1
  Form of 2008 Restricted Stock Unit Agreement
10.2
  Form of 2008 Stock Option Agreement with David A. Trice
10.3
  Form of 2008 Stock Option Agreement with all other executive officers