Newfield Exploration Co /De/ Sample Contracts

Newfield Exploration Co /De/ – SECOND AMENDED AND RESTATED BY-LAWS OF NEWFIELD EXPLORATION COMPANY (A Delaware Corporation) (February 20th, 2019)
Newfield Exploration Co /De/ – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWFIELD EXPLORATION COMPANY (February 20th, 2019)
Newfield Exploration Co /De/ – IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER THE Newfield Exploration Company 401(k) Plan (January 30th, 2019)
Newfield Exploration Co /De/ – AGREEMENT AND PLAN OF MERGER by and among (November 2nd, 2018)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2018, is by and among Encana Corporation, a Canadian corporation (“Parent”), Neapolitan Merger Corp., a Delaware corporation and an indirect, wholly-owned Parent Subsidiary (“Merger Sub”), and Newfield Exploration Company, a Delaware corporation (the “Company”).  All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise.  Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”

Newfield Exploration Co /De/ – Leader Toolkit November 1, 2018 (November 2nd, 2018)

It is important to communicate consistently with our teams about the merger. We have prepared information to help you navigate the questions you may receive over the next several days. We do not have answers to every potential question, but we will provide updates as more details become available. We will rely on you to share accurate information with your team members about what resources are available and the key points your employees and third parties need to know.

Newfield Exploration Co /De/ – Field All-Employee Meeting Talking points November 2018 (November 2nd, 2018)
Newfield Exploration Co /De/ – news release (November 2nd, 2018)

Encana announces strategic combination with Newfield Exploration Company; intends to raise dividend by 25 percent and expand its share buy-back program to $1.5 billion, post closing

Newfield Exploration Co /De/ – All-Employee Meeting Talking Points November 1, 2018 The Woodlands (November 2nd, 2018)
Newfield Exploration Co /De/ – Talking Points for Officers/Leadership Team Meeting November 1, 2018 (November 2nd, 2018)
Newfield Exploration Co /De/ – Newfield Exploration Reports Third Quarter 2018 Results Consolidated net production exceeded 202,000 BOEPD (38% oil, 62% liquids) Domestic net production grew 27% year-over-year; averages ~199,000 BOEPD (37% oil, 61% liquids) Anadarko Basin net production up more than 35% year-over-year; averages 143,700 BOEPD Anadarko Basin net liquids production up 27% year-over- year; nearly 87,000 BOEPD Anadarko Basin net crude oil production averages ~43,200 BOPD Year-to-date Anadarko Basin net crude oil volumes grew more than 30% compared to same period of 2017 Newfield raises mid-point of full-year 2018 (October 31st, 2018)

The Woodlands, Texas - October 31, 2018 - Newfield Exploration Company (NYSE: NFX) today announced third quarter 2018 unaudited financial and operating results.

Newfield Exploration Co /De/ – Forward Looking Statements and Related Matters This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “may,” “forecast,” “outlook,” “could,” “budget,” “objectives,” “strategy,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “prospective,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “guidance,” “potential” or other similar expressions are intended to identify forward-looking statements. Other than historical fac (August 1st, 2018)
Newfield Exploration Co /De/ – Newfield Exploration Reports Second Quarter 2018 Results Domestic net production up more than 30% year-over-year; averages 186,700 BOEPD (39% oil, 62% liquids) Anadarko Basin second quarter net production up more than 45% year-over-year; averages 131,100 BOEPD Anadarko Basin second quarter net liquids production up more than 50% year-over-year; exceeds 80,000 BOEPD Anadarko Basin second quarter net crude oil production up more than 40% year- over-year; exceeds 42,000 BOPD Company achieves surplus of discretionary free cash flow over capital investment of $11 million in second quarter Newfield r (August 1st, 2018)

The Woodlands, Texas - July 31, 2018 - Newfield Exploration Company (NYSE: NFX) today announced second quarter 2018 unaudited financial and operating results. Additional details can be found in the Company’s @NFX publication, located on its website http://www.newfield.com.

Newfield Exploration Co /De/ – RESTRICTED STOCK UNIT AWARD AGREEMENT (July 31st, 2018)

This Restricted Stock Unit Agreement (this “Agreement”) is made this [____] day of [____], 2018 (the “Grant Date”), by and between Newfield Exploration Company (the “Company”) and [_________] (“Director”).

Newfield Exploration Co /De/ – NEWFIELD EXPLORATION COMPANY (July 31st, 2018)

Under the terms of the Newfield Exploration Company 2011 Omnibus Stock Plan, as amended, or the Newfield Exploration Company 2017 Omnibus Incentive Plan, as applicable (collectively, the “Plans” and each, a “Plan”), and the applicable award agreements (the “Award Agreements”) governing the time-vested restricted stock unit and performance-based restricted stock unit awards set forth below (the “RSUs”), Newfield Exploration Company (the “Company”) is authorized to withhold from the shares of the Company’s common stock or the cash equivalent thereof payable upon vesting and settlement of such RSUs the amount of any federal and state income and other payroll taxes, as applicable, due or potentially payable in connection therewith at the indicated rates and amounts noted below (the “Applicable Taxes”).

Newfield Exploration Co /De/ – NEWFIELD EXPLORATION COMPANY 2017 OMNIBUS INCENTIVE PLAN (July 31st, 2018)

This Restricted Stock Agreement (this “Agreement”) is made this [__] day of [_____], 2018 (the “Grant Date”), by and between Newfield Exploration Company (the “Company”) and [_____] (“Director”).

Newfield Exploration Co /De/ – Newfield Exploration Reports First Quarter 2018 Results (May 2nd, 2018)

The Woodlands, Texas - May 1, 2018 - Newfield Exploration Company (NYSE: NFX) today announced first quarter 2018 unaudited financial and operating results. Additional details can be found in the Company’s @NFX publication, located on its website http://www.newfield.com.

Newfield Exploration Co /De/ – 1Q18 UPDATE Forward Looking Statements and Related Matters This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “may,” “forecast,” “outlook,” “could,” “budget,” “objectives,” “strategy,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “prospective,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “guidance,” “potential” or other similar expressions are intended to identify forward-looking statements. Other than hi (May 2nd, 2018)
Newfield Exploration Co /De/ – NEWFIELD EXPLORATION COMPANY 2017 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD (May 1st, 2018)

Newfield Exploration Company, a Delaware corporation (the “Company”), previously granted you Restricted Stock Units on [February 10, 2016 and/or February 11, 2015], pursuant to a Notice of Restricted Stock Unit Award and the Terms and Conditions attached thereto, as amended (collectively, the “Prior Agreements”), and you and the Company agree that you intend to retire on [•] (the “Retirement Date”). In connection therewith, the Company is entering into this arrangement with you on the Date of Agreement set forth above, whereby the Compensation & Management Development Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) hereby awards to you, the above-named Awardee, a number of fully vested Restricted Stock Units set forth above (the “RSUs”), effective as of, and immediately prior to, the Retirement Date (the “Grant Date”), on the terms and conditions of the Newfield Exploration Company 2017 Omnibus Incentive Plan, as it may be amended or restated from ti

Newfield Exploration Co /De/ – NEWFIELD EXPLORATION COMPANY 2017 OMNIBUS INCENTIVE PLAN NOTICE OF CASH-SETTLED RESTRICTED STOCK UNIT AWARD (May 1st, 2018)

Effective as of the Date of Award set forth above (the “Date of Award”), the Compensation & Management Development Committee (the “Committee”) of the Board of Directors (the “Board”) of Newfield Exploration Company, a Delaware corporation (the “Company”), hereby awards to you, the above-named Awardee, that number of cash-settled Restricted Stock Units set forth above (the “Cash-Settled RSUs”), on the terms and conditions of the Newfield Exploration Company 2017 Omnibus Incentive Plan, as it may be amended or restated from time to time (the “Plan”), the attached Terms and Conditions (the “Terms and Conditions”), and this Notice of Cash-Settled Restricted Stock Unit Award (the “Notice”). Each Cash-Settled RSU represents the right to receive a cash payment equal to the Fair Market Value of a share of the Company’s common stock, $0.01 par value per share (the “Common Stock”), on the applicable vesting date.

Newfield Exploration Co /De/ – NEWFIELD EXPLORATION COMPANY 2017 OMNIBUS INCENTIVE PLAN NOTICE OF CASH-SETTLED RESTRICTED STOCK UNIT AWARD (May 1st, 2018)

Newfield Exploration Company, a Delaware corporation (the “Company”), previously granted you Cash-Settled Restricted Stock Units on [February 10, 2016 and/or February 11, 2015], pursuant to a Cash-Settled Restricted Stock Unit Award Agreement and the Terms and Conditions attached thereto, as amended (collectively, the “Prior Agreements”), and you and the Company agree that you intend to retire on [•] (the “Retirement Date”). In connection therewith, the Company is entering into this arrangement with you on the Date of Agreement set forth above, whereby the Compensation & Management Development Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) hereby awards to you, the above-named Awardee, a number of fully vested cash-settled Restricted Stock Units set forth above (the “Cash-Settled RSUs”), effective as of, and immediately prior to, the Retirement Date (the “Grant Date”), on the terms and conditions of the Newfield Exploration Company 2017 Omnibus Ince

Newfield Exploration Co /De/ – Amended and Restated CREDIT AGREEMENT Dated as of March 23, 2018 among NEWFIELD EXPLORATION COMPANY, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (May 1st, 2018)

Amended and Restated CREDIT AGREEMENT dated as of March 23, 2018 among Newfield Exploration Company, a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

Newfield Exploration Co /De/ – NEWFIELD EXPLORATION COMPANY 2017 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD (May 1st, 2018)

Effective as of the Date of Award set forth above (the “Date of Award”), the Compensation & Management Development Committee (the “Committee”) of the Board of Directors (the “Board”) of Newfield Exploration Company, a Delaware corporation (the “Company”), hereby awards to you, the above-named Awardee, that number of Restricted Stock Units set forth above (the “RSUs”), on the terms and conditions of the Newfield Exploration Company 2017 Omnibus Incentive Plan, as it may be amended or restated from time to time (the “Plan”), the attached Terms and Conditions (the “Terms and Conditions”), and this Notice of Restricted Stock Unit Award (the “Notice”).

Newfield Exploration Co /De/ – NEWFIELD EXPLORATION COMPANY 2017 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD TOTAL STOCKHOLDER RETURN (TSR) (May 1st, 2018)

Effective as of the Date of Award set forth above (the “Date of Award”), the Compensation & Management Development Committee (the “Committee”) of the Board of Directors (the “Board”) of Newfield Exploration Company, a Delaware corporation (the “Company”), hereby awards to you, the above-named Awardee, the target number of restricted stock units (the “TSR Restricted Stock Units”) set forth above (the “Target RSUs”), on the terms and conditions of the Newfield Exploration Company 2017 Omnibus Incentive Plan, as it may be amended or restated from time to time (the “Plan”), the attached Terms and Conditions (the “Terms and Conditions”), and this Notice of Restricted Stock Unit Award Total Stockholder Return (TSR) (the “Notice”).

Newfield Exploration Co /De/ – SECOND AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF NEWFIELD EXPLORATION COMPANY (April 27th, 2018)

This Second Amendment to the Amended and Restated Bylaws (the “Bylaws”) of Newfield Exploration Company, a Delaware corporation, hereby amends the Bylaws in the following respects, in accordance with Article X of the Bylaws:

Newfield Exploration Co /De/ – 3YR OUTLOOK & 2017 RESULTS Forward Looking Statements and Related Matters This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “may,” “forecast,” “outlook,” “could,” “budget,” “objectives,” “strategy,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “guidance,” “potential” or other similar expressions are intended to identify forward-looking statements. Other than hi (February 23rd, 2018)
Newfield Exploration Co /De/ – Newfield Exploration Reports Fourth Quarter and Full-year 2017 Results Fourth Quarter net production attains company record of nearly 170,000 BOEPD Crude oil net production exceeds 67,000 BOPD in fourth quarter Anadarko Basin fourth quarter net production averages record 117,000 BOEPD Total Company proved reserves increase 33% over prior year to 680 MMBOE (February 21st, 2018)

The Woodlands, Texas - February 20, 2018 - Newfield Exploration Company (NYSE: NFX) today announced full-year and fourth quarter 2017 unaudited financial and operating results. Additional details can be found in the Company’s @NFX publication, located on its website http://www.newfield.com.

Newfield Exploration Co /De/ – 3YR OUTLOOK & 2017 RESULTS Forward Looking Statements and Related Matters This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “may,” “forecast,” “outlook,” “could,” “budget,” “objectives,” “strategy,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “guidance,” “potential” or other similar expressions are intended to identify forward-looking statements. Other than hi (February 21st, 2018)
Newfield Exploration Co /De/ – Newfield Exploration Discloses Three-Year Outlook; Driving Double-Digit Growth Within Expected Cash Flow From Operations (2018-20) (February 21st, 2018)

The Woodlands, Texas -  February 20, 2018 - Newfield Exploration Company (NYSE: NFX) today provided a detailed overview of the Company’s business plan, including annual guidance expectations for capital investments and key operating and financial metrics for 2018 - 20. In addition, quarterly specific guidance was provided for 2018. Additional information is provided through the @NFX publication, located on its website at www.newfield.com.

Newfield Exploration Co /De/ – Newfield Exploration Reports Third Quarter 2017 Results Anadarko Basin net oil production grows more than 25% quarter-over-quarter and averages 37,000 BOPD Anadarko Basin total net production attains new high of 105,000 BOEPD, growing 20% quarter-over-quarter (November 1st, 2017)

The Woodlands, Texas - October 31, 2017 - Newfield Exploration Company (NYSE: NFX) today announced third quarter 2017 unaudited financial and operating results. Additional details can be found in the Company’s @NFX publication, located on its website.

Newfield Exploration Co /De/ – @NFX – 3Q17 Update 3Q17 Key Messages – What You Need to Know We exceeded the mid-point of our 3Q17 net domestic production guidance by 4,650 BOEPD and again raised our 2017 outlook Total Company net production was ~161,700 BOEPD (42% oil and 64% liquids) Anadarko Basin production increased 20% & Anadarko Basin oil production increased more than 25% (3Q17 vs. 2Q17) 3-year plan to deliver double-digit CAGR in production and improving returns We have $428MM of cash on hand Recent STACK pilots are projecting above our 1.1 MMBOE EUR1 TC Recent STACK HBP wells deliver strong results Hoile well sets (November 1st, 2017)
Newfield Exploration Co /De/ – Newfield Exploration Reports Second Quarter 2017 Results (August 2nd, 2017)

The Woodlands, Texas - August 1, 2017 - Newfield Exploration Company (NYSE: NFX) today announced second quarter 2017 unaudited financial and operating results. Additional details can be found in the Company’s @NFX publication, located on its website.

Newfield Exploration Co /De/ – NEWFIELD EXPLORATION COMPANY 2017 OMNIBUS INCENTIVE PLAN (August 1st, 2017)

This Restricted Stock Unit Agreement (this “Agreement”) is made this [____] day of [____], 2017 (the “Grant Date”), by and between Newfield Exploration Company (the “Company”) and [_________] (“Director”).

Newfield Exploration Co /De/ – NEWFIELD EXPLORATION COMPANY 2017 OMNIBUS INCENTIVE PLAN (August 1st, 2017)

This Restricted Stock Agreement (this “Agreement”) is made this [__] day of [_____], 2017 (the “Grant Date”), by and between Newfield Exploration Company (the “Company”) and [_____] (“Director”).

Newfield Exploration Co /De/ – NEWFIELD EXPLORATION COMPANY 2017 OMNIBUS INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD (August 1st, 2017)

Effective as of the Date of Award set forth above (the “Date of Award”), the Compensation & Management Development Committee (the “Committee”) of the Board of Directors (the “Board”) of Newfield Exploration Company, a Delaware corporation (the “Company”), hereby awards to you, the above-named Awardee, that number of Restricted Stock Units set forth above (the “RSUs”), on the terms and conditions of the Newfield Exploration Company 2017 Omnibus Incentive Plan, as it may be amended or restated from time to time (the “Plan”), the attached Terms and Conditions (the “Terms and Conditions”), and this Notice of Restricted Stock Unit Award (the “Notice”).

Newfield Exploration Co /De/ – @NFX – 1Q17 Update 1Q17 Key Messages – What You Need to Know Our near-term business plan is aligned with today’s market realities We are on a course to balance our capital investments with cash flow while sustainably delivering double-digit production growth in the future Superior execution is leading to higher full-year 2017 production guidance 2017 Avg. domestic net production raised by more than 4,500 BOEPD and total Company net production raised by more than 5,000 BOEPD 4Q17e Avg. domestic net production mid-point raised by 5,000 BOEPD 4Q17e Avg. Anadarko Basin net production mid-point rai (May 3rd, 2017)